SEC Form DEF 14A filed by TransAct Technologies Incorporated

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________

SCHEDULE 14A

________________________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.___)

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________________

(Name of the Person(s) Filing Proxy Statement, if other than the Registrant)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 2025

To the Stockholders of TransAct Technologies Incorporated:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of TransAct Technologies Incorporated (the “Company”), a Delaware corporation, is scheduled to be held on Thursday, May 29, 2025, at 10:00 a.m. Eastern Time. We are holding the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TACT2025. As in prior years, the Annual Meeting will be held virtually via the Internet to permit expanded access, improved communication and cost savings for our stockholders. We believe that a virtual meeting is in the best interests of our stockholders because it enables stockholders to attend, participate and ask questions from around the world. As a result, you will not be able to attend the Annual Meeting at a physical location. Instead, you will be able to participate, submit questions and vote your shares electronically. To vote or ask questions at the Annual Meeting, you must retain your 16-digit control number. Please carefully review the accompanying Proxy Statement for further instructions on how to access the Annual Meeting.

At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters:

(1)    To elect six directors to each serve a one-year term expiring at the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

(2)    To ratify the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for 2025;

(3)    To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

(4)    To vote, on a non-binding, advisory basis, on the frequency of future non-binding, advisory votes on the compensation of our named executive officers; and

(5)    To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Stockholders of record at the close of business on April 2, 2025 are entitled to notice of and to vote at the Annual Meeting.

Your vote is important. As always, we encourage you to submit your proxy as soon as possible and prior to the Annual Meeting via the Internet or by telephone even if you plan to participate in the Annual Meeting. If you receive a paper copy of the proxy card by mail, you may also complete, sign, date and return the proxy card promptly in the accompanying postage-prepaid envelope. Submitting your proxy will ensure that your shares are represented at the Annual Meeting, regardless of whether you attend the Annual Meeting, and will not prevent you from voting virtually at the Annual Meeting. You may revoke your proxy at any time before it is exercised at the Annual Meeting by delivering to the Company a later-dated proxy card, delivering a written notice of revocation to the Company, submitting a later proxy via Internet or telephone, or voting at the Annual Meeting.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on May 29, 2025: The Proxy Statement for the Annual Meeting, the TransAct Technologies Incorporated 2024 Annual Report and the means to vote by Internet are available at www.proxyvote.com. This Proxy Statement and the TransAct Technologies Incorporated 2024 Annual Report are also available on our website at www.transact-tech.com by clicking on “Investor Relations” under the “Company” dropdown menu and then selecting “2025 Annual Meeting Access” under the “News & Events” dropdown menu, or by visiting https://transacttech.gcs-web.com/ir-resources/annual-meeting.

Hamden, Connecticut

April 15, 2025

TABLE OF CONTENTS

TRANSACT TECHNOLOGIES INCORPORATED
One Hamden Center
2319 Whitney Avenue
Suite 3B
Hamden, CT 06518

PROXY STATEMENT FOR ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 29, 2025

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

On or about April 15, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) is first being mailed to stockholders in connection with a solicitation of proxies by the Board of Directors (the “Board”) of TransAct Technologies Incorporated (“TransAct,” the “Company,” “we,” “us” or “our”) for use at the 2025 Annual Meeting of Stockholders of the Company and any adjournments or postponements, rescheduling or continuations thereof (the “Annual Meeting”), to be held on May 29, 2025, beginning at 10:00 a.m. Eastern Time. We are furnishing our proxy materials to stockholders primarily electronically, and the Notice informs stockholders that this Proxy Statement, the 2024 Annual Report and voting instructions are available online at www.proxyvote.com. As more fully described in the Notice, stockholders also may request paper copies of the proxy materials.

We are holding the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/TACT2025. Stockholders of record and beneficial owners as of the close of business on April 2, 2025 (the “Record Date”) may attend the Annual Meeting virtually and vote their shares at the Annual Meeting at www.virtualshareholdermeeting.com/TACT2025. Stockholders will have opportunities to participate, as they would at an in-person meeting, including the opportunity to vote and submit questions at the Annual Meeting using the directions on the Annual Meeting website. We intend to answer questions pertinent to Company matters as time allows at the Annual Meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Stockholder questions related to personal matters, that are not pertinent to the Annual Meeting or other Company matters, or that contain derogatory references to individuals, use offensive language or are otherwise inappropriate, will not be addressed. To vote or ask questions at the Annual Meeting, you must log in at www.virtualshareholdermeeting.com/TACT2025 using your 16-digit control number, which can be found on your Notice, proxy card or voting instruction form. To be able to vote and submit questions at the Annual Meeting, you must retain your 16-digit control number.

If you are the beneficial owner of shares that are registered in the name of a broker, bank or other nominee, you may need to obtain a legal proxy and a control number from your broker, bank or other nominee to be able to vote and ask questions at the Annual Meeting. Beneficial owners with questions regarding attendance at, participation in or voting at the Annual Meeting should contact the broker, bank or other nominee in whose name their shares are registered. See “Voting Your Shares — Beneficial Owners” below.

Those without a control number may attend the Annual Meeting as guests but will not have the option to vote or to ask questions at the Annual Meeting. Please carefully review the section below titled “Attending the Annual Meeting” for further instructions on how to access the live webcast. If you encounter any difficulties accessing the virtual meeting during registration or at the meeting, please call the technical support number that will be posted on the virtual meeting login page. Technical support will be available at the Annual Meeting and for the 15 minutes before the start of the Annual Meeting.

Your vote is important. As always, we encourage you to submit your proxy as soon as possible and prior to the Annual Meeting via the Internet or by telephone even if you plan to participate in the Annual Meeting. If you receive a paper copy of the proxy card by mail, you may also mark, sign, date and return the proxy card promptly in the accompanying postage-prepaid envelope. Submitting your proxy now will ensure that your shares are represented at the Annual Meeting, regardless of whether you attend the Annual Meeting, and will not impact your ability to vote virtually at the Annual Meeting. You may revoke your proxy at any time before it is exercised at the Annual Meeting by delivering to the Company a later-dated proxy card, delivering a written notice of revocation to the Company, submitting a later proxy via Internet or telephone, or voting at the Annual Meeting.

Voting Rights and Eligibility

Stockholders of record at the close of business on the Record Date are entitled to vote at the Annual Meeting. Each holder of common stock is entitled to cast one vote for each share of common stock held on the Record Date. There were 10,080,717 shares of common stock issued and outstanding and entitled to vote at the close of business on the Record Date.

Quorum

Shares representing a majority of the shares issued, outstanding and entitled to be voted at the Annual Meeting, present or represented by proxy at the Annual Meeting, will constitute a quorum to transact business at the Annual Meeting. Abstentions and broker non-votes are counted towards a quorum.

If a quorum is not present or represented by proxy at the Annual Meeting, the Company’s Amended and Restated By-Laws (the “By-Laws”) provide that the chair of the Annual Meeting, or the stockholders entitled to vote at the Annual Meeting, present at the Annual Meeting or represented by proxy, may adjourn the Annual Meeting, without notice other than announcement at the Annual Meeting, until a quorum is present or represented. At an adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the Annual Meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

Broker Non-Votes

Brokers, banks or other nominees are not permitted to vote your shares with respect to proposals that are deemed “non-routine” without instructions from you because such holders do not have discretionary voting power on “non-routine” proposals. Accordingly, a broker non-vote occurs when a broker, bank or other nominee holds shares for a beneficial owner but is not empowered to vote on a particular proposal because the proposal is considered “non-routine” and the beneficial owner has not provided voting instructions on that proposal. The election of directors, the non-binding, advisory vote on the compensation of our named executive officers and the non-binding, advisory vote on the frequency of future non-binding, advisory votes on the compensation of our named executive officers are deemed to be “non-routine” matters. As a result, if your shares are held in the name of a broker, bank or other nominee and you do not instruct the broker, bank or other nominee how to vote with respect to any such proposal, your shares will not be counted as having been voted on that proposal. However, the ratification of our independent registered public accounting firm is considered a “routine” matter. Therefore, brokers would have discretion to vote on this proposal without having received timely voting instructions from you.

Voting Your Shares

You may vote “For” or “Withhold” with respect to the election of each of the director nominees. For the ratification of our independent registered public accounting firm and the non-binding, advisory vote on executive compensation, you may vote “For” or “Against” or “Abstain” from voting on each proposal. For the vote on the frequency of future non-binding, advisory votes on the compensation of our named executive officers, you may vote for “One Year,” “Two Years” or “Three Years” or “Abstain” from voting.

Stockholders of Record

If you hold shares in your name as a holder of record, you are considered the “stockholder of record” with respect to those shares. If you are a stockholder of record with shares registered in your name, you may vote by one of the following methods:

•        At the Annual Meeting — To vote at the Annual Meeting, you must visit the virtual meeting website at www.virtualshareholdermeeting.com/TACT2025, log in using your 16-digit control number and follow the voting instructions on the website.

•        Via the Internet — To submit your proxy by Internet, go to www.proxyvote.com and follow the instructions on the secure website. The deadline for proxy submission via the Internet is 11:59 p.m. Eastern Time on May 28, 2025.

•        By Telephone — To submit your proxy by telephone, call 1-800-690-6903 and follow the instructions. The deadline for proxy submission by telephone is 11:59 p.m. Eastern Time on May 28, 2025.

•        By Mail — To submit your proxy by mail, complete, sign and date your proxy card and mail it in the pre-addressed postage-paid envelope that accompanies the proxy card. Proxy cards submitted by mail must be received prior to the Annual Meeting in order for your shares to be voted in accordance with the instructions therein.

If your shares are held in more than one account, you may receive more than one Notice or, if applicable, set of printed proxy materials. In that case, you are urged to vote all of your shares by following the instructions and using the control number provided on each Notice or by signing, dating and returning each proxy card you receive from the Company in the postage-paid envelope provided. If you submit your proxy by telephone or via the Internet by visiting www.proxyvote.com, please do so once for each Notice or proxy card you receive to ensure that all of your shares are voted.

Beneficial Owners

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” In that case, you may receive a separate voting instruction form, or you may need to contact your broker, bank or other nominee to determine whether you will be able to provide voting instructions electronically via the Internet. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by submitting voting instructions to such person in accordance with the directions outlined by the broker, bank or other nominee. If your shares are held in more than one account or through multiple brokers, banks or nominees, you may receive multiple voting instruction forms. Please follow the instructions on each such form you receive to ensure that all of your shares are voted in accordance with your instructions.

In the event you are considered the “beneficial owner” of shares held in “street name” and you wish to vote at the Annual Meeting, you must obtain a valid proxy and a control number from your broker, bank or other nominee. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy form. For instructions on how to vote at the Annual Meeting, see below under “Attending the Annual Meeting.”

Failure to Specify Voting Instructions; Board Recommendation

All validly submitted proxies will be voted in accordance with the instructions they contain, unless timely and properly revoked. If you return a signed and dated proxy card but do not specify your voting instructions with respect to a particular proposal, your shares will be voted in accordance with the recommendations of our Board. The Board recommends that you vote:

•        Proposal 1 — “FOR” the election of each of John M. Dillon, Audrey P. Dunning, Daniel M. Friedberg, Randall S. Friedman, Emanuel P. N. Hilario and Haydee Ortiz Olinger to serve a one-year term until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

•        Proposal 2 — “FOR” the ratification of the selection of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm for 2025;

•        Proposal 3 — “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement; and

•        Proposal 4 — that future non-binding, advisory votes to approve the compensation of our named executive officers be held every “ONE YEAR.”

A valid proxy also authorizes the individuals named as proxies to vote your shares in their discretion on any other matters that, although not described in this Proxy Statement, are properly presented for action at the Annual Meeting, to the extent permitted by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of this Proxy Statement, the Board is not aware of any matter which is to be presented for action at the Annual Meeting other than the matters described in this Proxy Statement. Should any other matter requiring a vote of the stockholders properly arise at the Annual Meeting, the proxies confer upon the persons named in the accompanying proxy card the authority to vote in respect of any such other matter in their discretion, to the extent permitted by Rule 14a-4(c) of the Exchange Act.

Required Vote

Directors are elected by a plurality of the votes of the shares present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. In an uncontested election like the election at the Annual Meeting, where the number of nominees does not exceed the number of seats available, a nominee who receives any “For” votes will be elected. If you “Withhold” authority to vote on any nominee’s election, this will not have an impact on the outcome of the voting with respect to the election of directors. Broker non-votes also will have no effect on the outcome of the voting with respect to the election of directors.

The affirmative vote of the holders of a majority of the voting power of the stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to ratify the selection of CBIZ as the Company’s independent registered public accounting firm for the 2025 fiscal year. Abstentions, in effect, count as negative votes because they are shares present in person or represented by proxy that are entitled to vote and not voted in the affirmative. Brokers, banks and other nominees will have discretion to vote on the ratification of the appointment of CBIZ as the Company’s independent registered public accounting firm for fiscal year 2025 in the absence of voting instructions from the beneficial owner, so we do not anticipate any broker non-votes on this proposal. In the event that stockholders do not ratify the appointment of CBIZ, the Audit Committee will reconsider the appointment but will not be obligated to change the Company’s independent registered public accounting firm.

The proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. For such proposal, abstentions in effect count as negative votes, because they are shares present or represented by proxy at the Annual Meeting that are entitled to vote and are not voted in the affirmative. Broker non-votes are not counted as part of the vote total (because they represent shares that are not “entitled to vote” on such proposal) and have no effect on the outcome of the voting with respect to such proposal.

With respect to the non-binding, advisory vote the frequency of future non-binding advisory votes on the compensation of our named executive officers, the choice (i.e., every one year, every two years or every three years) receiving the highest number of votes cast will be considered by the Board as the preference of stockholders. Abstentions and broker non-votes will have no effect on the outcome of the voting with respect to such proposal.

The vote for the approval of the compensation of our named executive officers and the vote on the frequency of future non-binding, advisory votes on executive compensation are on an advisory basis and are therefore non-binding.

Revocation of Proxies

You may revoke your proxy at any time before your shares are voted at the Annual Meeting by: (i) giving written notice of revocation to the Secretary of the Company, (ii) properly submitting to the Company a duly executed proxy card bearing a later date, or (iii) voting at the Annual Meeting. All written notices of revocation and other communications with respect to revocation of proxies should be addressed to the Company as follows: TransAct Technologies Incorporated, One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT 06518, Attention: Secretary. A later-dated proxy card or written revocation must be received before the Annual Meeting by the Secretary of the Company. A stockholder may also revoke a proxy by submitting a new proxy via the Internet at www.proxyvote.com or by phone at 1-800-690-6903 no later than 11:59 P.M. Eastern Time on May 28, 2025. Attendance at the Annual Meeting does not, without further action, revoke the appointment of a proxy; however, you may revoke a previously submitted proxy by voting virtually at the Annual Meeting before your proxy is exercised. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/TACT2025; to vote at the Annual Meeting, you will need to log in with the 16-digit control number located on your Notice, proxy card or voting instruction form. A proxy appointment will not be revoked by death or supervening incapacity of the stockholder executing the proxy unless, before the shares are voted, notice of such death or incapacity is filed with the Company’s Secretary or other person responsible for tabulating votes on behalf of the Company.

Solicitation of Proxies

This proxy solicitation is being made by the Board. The cost of the solicitation will be borne by the Company. In addition to the use of the mail, proxies may be solicited personally or by telephone, facsimile, email, or other electronic means by officers, directors and employees of the Company. We will not specially compensate those persons for such solicitation activities. Although we do not expect to do so, we may retain a proxy soliciting firm to assist us

in soliciting proxies. If so, we would pay the proxy soliciting firm a fee and reimburse it for certain out-of-pocket expenses. Arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of common stock held of record by such persons, and we will reimburse such persons for their reasonable expenses incurred in forwarding the materials.

Attending the Annual Meeting

You are entitled to participate in the Annual Meeting if you were a stockholder of record as of the close of business on the April 2, 2025 Record Date, or if you hold a legal proxy for the Annual Meeting provided by your broker, bank or other nominee. Guests may also attend the Annual Meeting virtually but will not be able to ask questions or vote at the Annual Meeting. The Annual Meeting will be held virtually via the Internet to permit expanded access, improved communication and cost savings for our stockholders. As a result, you will not be able to attend the Annual Meeting in person at a physical location. TO ENSURE THAT YOU ARE ABLE TO VOTE AND ASK QUESTIONS AT THE ANNUAL MEETING, YOU MUST RETAIN YOUR 16-DIGIT CONTROL NUMBER.

The Annual Meeting is scheduled to be held on May 29, 2025 at 10:00 a.m. Eastern Time via live webcast. You can access the Annual Meeting online at www.virtualshareholdermeeting.com/TACT2025. We encourage you to access the meeting prior to the start time and to leave ample time to log in. To be able to vote at and ask questions at the Annual Meeting, you will need to enter your 16-digit control number, which is located on your Notice, proxy card or voting instruction form.

Information about the Notice of Internet Availability of Proxy Materials

Instead of mailing a printed copy of our proxy materials, including our 2024 Annual Report, to all of our stockholders, we provide access to these materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 15, 2025, the Notice is first being mailed to stockholders of record as of the April 2, 2025 Record Date, and this Proxy Statement, the 2024 Annual Report and voting instructions are available online at www.proxyvote.com. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set or emailed copy of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Multiple Copies of Notice, Annual Report and Proxy Statement

We have adopted a procedure approved by the Securities and Exchange Commission (the “SEC”) called householding. Under this procedure, we will deliver only one copy of the Notice or, if applicable, one copy of our 2024 Annual Report and one copy of this Proxy Statement and any other proxy materials to stockholders of record who share the same address, unless we have received contrary instructions from one or more of the affected stockholders. This procedure reduces duplicate mailings and saves printing costs, postage fees and natural resources. Stockholders of record who participate in householding will continue to have access to and utilize separate proxy cards or proxy voting instructions.

Similarly, brokers, banks and other nominees holding shares of Company common stock in “street name” for more than one beneficial owner with the same address may deliver only one Notice or if applicable, one copy of our 2024 Annual Report and one copy of this Proxy Statement and any other proxy materials to that address unless one or more of the affected stockholders have requested separate copies.

Upon written or oral request, we will promptly deliver a separate copy of the Notice or, if applicable, our 2024 Annual Report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice or, if applicable, the 2024 Annual Report and other proxy materials, or to receive separate copies in the future, or if stockholders sharing an address have received more than one copy of any of these documents and desire to only receive one, you may write to TransAct Technologies Incorporated, One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT 06518, Attention: Secretary, or call the Secretary at (203) 859-6800. If your shares are held in “street name” and you want to increase or decrease the number of copies of our annual report and proxy statement delivered to your household in the future, you should contact the broker, bank or other nominee who holds the shares on your behalf.

Smaller Reporting Company — Scaled Disclosure

Pursuant to Item 10(f) of Regulation S-K promulgated under the Securities Act of 1933, as amended, as indicated herein, we have elected to comply with certain scaled disclosure requirements applicable to “smaller reporting companies” with respect to certain portions of the executive compensation disclosure in this Proxy Statement. Accordingly, we are providing disclosure regarding the compensation of three named executive officers, rather than five, are disclosing the compensation of these officers for the last two fiscal years, rather than three, and have omitted compensation committee interlocks disclosure and certain compensation tables that are not required to be included in proxy statements of smaller reporting companies. However, we have elected to voluntarily provide Compensation Discussion and Analysis disclosure, and a Compensation Committee Report, in this Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding the beneficial ownership of the Company’s common stock as of April 2, 2025 by: (i) each person known by the Company to own beneficially more than 5% of the Company’s common stock; (ii) each director or nominee for director of the Company; (iii) each executive officer of the Company named in the Summary Compensation Table; and (iv) all current directors and executive officers of the Company as a group. Except as otherwise indicated, each of the persons named in the table has sole voting power and sole dispositive power with respect to the shares set forth opposite such person’s name and the address of the holder is One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT 06518.

____________

*        Less than 1% of the outstanding common stock.

(1)      The share ownership for 325 Capital LLC in the table includes (i) 1,011,789 shares reported as beneficially owned in a Schedule 13D/A filed on March 31, 2022 by 325 Capital Master Fund LP (“325 Master Fund”), 325 Capital GP, LLC (“325 Capital GP”), 325 Capital LLC (“325”), Michael Braner, Daniel Friedberg and Anil Shrivastava (collectively, the “325 reporting persons”), (ii) 8,275 shares issued upon vesting of RSUs granted to Mr. Friedberg under the Company’s 2014 Equity Incentive Plan, and (iii) 1,700 shares underlying RSUs granted to Mr. Friedberg under the Company’s 2014 Equity Incentive Plan that are scheduled to convert to shares of common stock within 60 days following April 2, 2025. Based solely on Schedules 13D/A filed on February 3, 2022, February 10, 2022 and March 31, 2022 by the 325 reporting persons, (a) the principal business of 325 Master Fund is investing in securities, (b) the principal business of 325 Capital GP is serving as the general partner of 325 Master Fund and certain affiliated funds, (c) the principal business of 325 is serving as the investment manager to 325 Master Fund and to certain affiliated funds and separately managed accounts (collectively, the “SMAs”), (d) Messrs. Braner, Friedberg, and Shrivastava are Managing Members of 325, (e) 325 Master Fund and 325 Capital GP share voting and dispositive power with respect to 225,328 shares reported in the Schedules 13D/A to be beneficially owned, and (f) 325 and Messrs. Braner, Friedberg and Shrivastava share voting and dispositive power with respect to all 1,011,789 shares reported in the Schedules 13D/A to be beneficially owned, including 786,461 shares held in the SMAs. 325 and Messrs. Braner, Friedberg and Shrivastava also share voting and dispositive power with respect to the 8,275 shares issued upon vesting of RSUs granted to Mr. Friedberg and the 1,700 shares underlying RSUs granted to Mr. Friedberg that are scheduled to convert to shares of common stock within 60 days following April 2, 2025. The address of each of the 325 reporting persons, except for 325 Master Fund, is 757 Third Avenue, 20th Floor, New York, NY 10017. The address of 325 Master Fund as reported in the Schedules 13D/A is 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.

(2)      The information listed in the table and this footnote is based solely on the Schedules 13D/A filed on November 14, 2024 and April 2, 2025 by B. Riley Financial, Inc. (“BRF”), B. Riley Securities, Inc. (“BRS”), BRF Investments, LLC (“BRFI”) and Bryant R. Riley reporting the beneficial ownership of the reporting persons as of April 2, 2025. BRS has sole voting power and sole dispositive power over 100,010 shares owned directly by BRS, and BRFI has shared voting power and shared dispositive power over 826,745 shares owned directly by BRFI. As reported in the Schedule 13D/A filed on April 2, 2025, on March 11, 2025, BRF effected a transaction which separated B. Riley Securities Holding, LLC, the parent company of BRS, from BRF. As a result of this transaction, BRS implemented its own operating and governance structure and established a board of directors independent from BRF, and BRF is no longer the beneficial owner of the shares owned directly by BRS. BRF is the parent company of BRFI. As a result, BRF may be deemed to indirectly beneficially own the shares held by BRFI. Mr. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF and may be deemed to beneficially own the shares held directly by BRFI. The Schedule 13D/A reports that each of BRF and Mr. Riley has shared voting power and shared dispositive power over 826,745 shares. Mr. Riley disclaims beneficial ownership of the shares held directly by BRFI except to the extent of his pecuniary interest therein. The address of each of the reporting persons as reported in the Schedule 13D/A filed on November 14, 2024 is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.

(3)      The information listed in the table is based solely on the Schedule 13G/A filed on January 14, 2025 (the “2025 Schedule 13G/A”) by Silverberg Bernstein Capital Management LLC (“Silverberg Bernstein”) reporting the beneficial ownership of the reporting person as of January 10, 2025. The 2025 Schedule 13G/A reports that Silverberg Bernstein Capital Management LLC has sole voting power and sole dispositive power over 741,960 shares. The address of the reporting person as reported in the 2025 Schedule 13G/A is 4 Miller Circle, Armonk, NY 10504. A Schedule 13G/A filed on January 5, 2024 by Jeffrey M. Bernstein and Irwin Silverberg reporting the beneficial ownership of such reporting persons as of December 31, 2023 (the “2024 Schedule 13G/A”) reports that each of Mr. Bernstein and Mr. Silverberg has shared voting power and shared dispositive power over 818,167 shares. According to the 2024 Schedule 13G/A, Messrs. Bernstein and Silverberg jointly manage LPOA brokerage accounts at the introducing broker Beech Hill Securities and as principals in Silverberg Bernstein. Messrs. Bernstein and Silverberg disclaim beneficial ownership of these shares. The address of each of Messrs. Bernstein and Silverberg as reported in the 2024 Schedule 13G/A is c/o Silverberg Bernstein Capital Management LLC, 4 Miller Circle, Armonk, NY 10504.

(4)      The information listed in the table and this footnote is based solely on the Schedules 13D/A filed on August 4, 2020, February 3, 2022, February 10, 2022 and March 31, 2022 by Harbert Discovery Fund, LP (“Harbert Fund”), Harbert Discovery Fund GP, LLC (the “Fund GP”), Harbert Fund Advisors, Inc. (“HFA”), Harbert Management Corporation (“HMC”), Jack Bryant, Kenan Lucas and Raymond Harbert. Harbert Fund, the Fund GP, HFA, HMC and Messrs. Bryant, Lucas and Harbert share voting and dispositive power over 640,168 shares. Mr. Lucas is the Managing Director and Portfolio Manager of the Fund GP, which serves as the general partner of Harbert Fund. Mr. Bryant is a Senior Adviser to Harbert Fund and a Vice President and Senior Managing Director of HMC. Mr. Harbert is the controlling shareholder, Chairman and Chief Executive Officer of HMC, an alternative asset investment management firm that is the managing member of the Fund GP. Mr. Harbert also serves as the Chairman, Chief Executive Officer and Director of HFA, an indirect, wholly owned subsidiary of HMC, which provides Harbert Fund with certain operational and administrative services. Each of the Fund GP, HFA, HMC and Messrs. Bryant, Lucas and Harbert disclaims beneficial ownership of the reported shares except to the extent of its or his pecuniary interest therein. The address of each of the reporting persons as reported in the Schedules 13D/A is 2100 Third Avenue North, Suite 600, Birmingham, AL 35203.

(5)      The information listed in the table and the following information in this footnote is based on the Schedule 13G/A filed on February 5, 2024 by Bart C. Shuldman reporting his beneficial ownership as of December 31, 2023, updated to reflect the subsequent expiration of options to purchase 100,000 shares of Company common stock granted under the Company’s 2005 Equity Incentive Plan. According to the Schedule 13G/A and updated for the expiration of options noted above, Mr. Shuldman has sole voting power and sole dispositive power over 603,005 shares, including 131,880 shares owned directly and 471,125 shares subject to options granted under the Company’s 2014 Equity Incentive Plan that were exercisable as of April 2, 2025, and shared voting power and shared dispositive power over 1,545 shares owned by Mr. Shuldman’s spouse in an individual retirement account. The options to purchase 471,125 shares that were exercisable as of April 2, 2025 subsequently expired on April 4, 2025. Mr. Shuldman’s address as reported in the Schedule 13G/A is 9 Marina Drive, Unit A, Key Largo, FL 33037.

(6)      The information listed in the table and this footnote is based solely on the Schedule 13D filed on January 9, 2024 by Accretive Capital Management, LLC (“ACM”), Accretive Capital Partners, LLC (“ACP”) and Richard E. Fearon, Jr. reporting the beneficial ownership of the reporting persons as of January 3, 2024. ACM is the manager of ACP, and Mr. Fearon is the managing member of ACM. The Schedule 13D reports that Mr. Fearon has sole voting power and sole dispositive power over 526,357 shares, including 481,302 shares held directly by ACP, and that ACP and ACM each have shared voting power and shared dispositive power over the 481,302 shares held directly by ACP. The address of the principal office of each of the reporting persons as reported in the Schedule 13D is c/o Accretive Capital Management, LLC, 85 Wall Street, Madison, Connecticut 06443.

(7)      The information listed in the table and this footnote is based solely on the Schedule 13G filed on April 5, 2024 by Grand Slam Asset Management, LLC (“Grand Slam Asset Management”), Grand Slam Capital Partners, LP (“Grand Slam Capital Partners”) and Mitchell Sacks reporting the beneficial ownership of the reporting persons as of such date. Grand Slam Asset Management is the investment manager of, and may be deemed to beneficially own securities owned by, each of Grand Slam Capital Partners and certain separately managed account clients (the “Managed Accounts”). Mr. Sacks is the managing member of, and may be deemed to beneficially own securities beneficially owned by, Grand Slam Asset Management. Grand Slam Capital Partners, the Managed Accounts and Mr. Sacks (and Mr. Sacks’ spouse) are the record and direct beneficial owners of the securities covered by the Schedule 13G. The schedule 13G reports that Grand Slam Asset Management has shared voting power and shared dispositive power over 510,782 shares, including 407,127 shares owned by Grand Slam Capital Partners and shares owned by the Managed Accounts. The Schedule 13G reports that Mitchell Sacks has sole voting power and sole dispositive power over 3,900 shares held in his individual retirement account and shared voting power and shared dispositive power over 520,782 shares, including the 510,782 shares indirectly beneficially owned by Grand Slam Asset Management and 10,000 shares owned by Mr. Sacks’ spouse. The address of each of the reporting persons as reported in the Schedule 13G is c/o Grand Slam Asset Management, LLC, 600 Sylvan Ave, Suite 206, Englewood Cliffs, NJ 07632, USA.

(8)      Consists of the shares beneficially owned by 325 and its affiliates, as detailed in note (1) above, including 1,700 shares underlying RSUs granted under the Company’s 2014 Equity Incentive Plan that are scheduled to convert to shares of common stock within 60 days following April 2, 2025.

(9)      Includes 230,700 shares subject to options that are currently exercisable granted under the Company’s 2014 Equity Incentive Plan.

(10)    Includes 49,650 shares subject to options that are currently exercisable granted under the Company’s 2014 Equity Incentive Plan.

(11)    Includes 43,900 shares subject to options that are currently exercisable granted under the Company’s 2014 Equity Incentive Plan.

(12)    Includes 1,700 shares underlying RSUs granted under the Company’s 2014 Equity Incentive Plan that are scheduled to convert to shares of common stock within 60 days following April 2, 2025.

(13)    Includes (a) a total of 396,750 shares subject to options currently exercisable or to become exercisable within 60 days following April 2, 2025 granted under the Company’s 2014 Equity Incentive Plan, and (b) a total of 3,400 shares underlying RSUs granted under the Company’s 2014 Equity Incentive Plan that are scheduled to convert to shares of common stock within 60 days following April 2, 2025.

(14)    Percentage ownership is calculated based on 10,080,717 shares of common stock outstanding as of April 2, 2025. In accordance with Rule 13d-3 under the Exchange Act, shares subject to options that are currently exercisable or to become exercisable by the reporting person within 60 days following April 2, 2025 and RSUs held by the reporting person that are scheduled to convert to shares of common stock within 60 days following April 2, 2025 are counted as outstanding for the purpose of calculating such reporting person’s percentage ownership, but are not counted as outstanding for the purpose of calculating the percentage ownership of any other reporting person.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s common stock to file with the SEC reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Based on a review of the Forms 3, 4 and 5 filed by such reporting persons and written representations from certain reporting persons, the Company believes that all Section 16(a) filing requirements applicable to its directors, officers and 10% owners were complied with for fiscal year 2024 and prior years, except as previously reported.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company maintains a Related Party Transactions Policy relating to the identification, review and approval of related party transactions, consistent with the requirements of The Nasdaq Global Market (“Nasdaq”) and the SEC. The Related Party Transactions Policy, which is administered by our Audit Committee, is set forth in our Standards of Business Conduct and Code of Ethics (the “Code of Ethics”) available on our website at www.transact-tech.com by clicking on “Investor Relations” under the “Company” dropdown menu and then clicking on “Documents & Charters” under the “Governance” dropdown menu.

In particular, the Code of Ethics requires all directors, officers and employees to avoid any situation that involves an actual or apparent conflict of interest in personal and professional relationships or with their duty to, or with any interest of, the Company, including engaging in “Related Party Transactions” unless approved or ratified by the Audit Committee. The term “Related Party Transaction” means any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries or Controlled Affiliates (as such term is defined in the policy) is or will be a participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any Related Party has or will have a direct or indirect interest. A “Related Party” is defined as any person who is or was (since the beginning of the last fiscal year for which the Company has filed an Annual Report on Form 10-K and proxy statement, even if such person does not presently serve in that role) an executive officer, director or nominee for director of the Company, any stockholder owning more than 5% of any class of the Company’s voting securities, or an immediate family member of any such person.

The Chair of the Audit Committee must be notified before a Related Party engages in a Related Party Transaction. The Audit Committee is then responsible for reviewing the transaction. No transaction determined to be a Related Party Transaction will be approved or ratified if the transaction is contrary to the best interests of the Company and its stockholders. In determining whether to approve or ratify a Related Party Transaction, the Audit Committee takes into account such factors as it deems appropriate, which may include whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Party’s interest in the transaction.

Emanuel P.N. Hilario, one of the Company’s directors, serves as President and Chief Executive Officer of The ONE Group Hospitality, Inc. (“The ONE Group”), and Haydee Ortiz Olinger, another Company director, serves on the Board of Directors of The ONE Group. From time to time, the Company sells food service technology products to The ONE Group. In 2024 and 2023, the Company’s sales of such products to The ONE Group totaled $117 thousand and $246 thousand, respectively. The transactions were made in the ordinary course of business and were conducted on an arm’s-length basis on terms substantially equal to those offered to persons who are not Related Parties and were approved and ratified by the Audit Committee. The Company expects to make additional sales to The ONE Group going forward in accordance with the Related Party Transactions Policy.

CORPORATE GOVERNANCE

The Company strives to maintain corporate governance practices that benefit the long-term interests of the Company’s stockholders by clearly outlining the Company’s duties and responsibilities, providing a framework for active and fruitful discussions among the members of the Board and between the Board and management, and avoiding conflicts of interest and other legal and ethical problems. Accordingly, the Company’s corporate governance practices are designed not only to satisfy regulatory requirements, but also to provide for effective management of the Company.

Information on the Company’s corporate governance practices is available by accessing our website at www.transact-tech.com and clicking on “Investor Relations” under the “Company” dropdown menu and then clicking on “Documents & Charters” under the “Governance” dropdown menu. The information on the website includes the Company’s Corporate Governance Principles, the charters of the Board Committees, and the Code of Ethics, which is applicable to all directors, officers and employees of the Company and its subsidiaries, including the Chief Executive Officer (Principal Executive Officer) (“CEO”), Chief Financial Officer (Principal Financial Officer) (“CFO”), Chief Accounting Officer (Principal Accounting Officer) (“CAO”) and Controller. Due to the geographical dispersion of our directors, the directors’ attendance at the Annual Meeting of Stockholders is encouraged, but we have no formal policy that requires attendance. Five of the six Board members attended the Company’s 2024 Annual Meeting of Stockholders virtually.

Corporate Social Responsibility and Governance Highlights

The Board and management believe that corporate social responsibility and good corporate governance promote accountability to stockholders, enhance investor confidence in the Company and support long-term value creation.

We advance these efforts through our concern for the well-being of our people and communities, and by conducting business fairly and ethically, with respect for human rights, compliance with laws and regulations, and adherence to rigorous policies, including the Code of Ethics.

Supply Chain Responsibility at TransAct

At TransAct, we work to implement sustainable business practices that minimize harm and maximize benefits to the environment from which materials are sourced through our products’ end-of-life. We have resolved to use sustainable materials in our products to the extent available and possible in furtherance of our commitment to supply chain responsibility. We have implemented a Conflict Minerals Policy that aligns our practices with industry peer standards such as the Responsible Business Alliance (formerly known as the Electronic Industry Citizenship Coalition) and the Global e-Sustainability Initiative (“GeSI”). Our suppliers are expected to adopt policies and management systems with respect to conflict minerals for their own operations, and that of their suppliers, and to conduct due diligence reviews. As part of our conflict minerals due diligence program, we will survey our suppliers directly and expect them to respond in a timely manner, and with full disclosures.

We are also committed to satisfying our customers’ product and service requirements as well as the ISO 9001:2015 requirements through our quality management processes. Our Supplier Quality Manual ensures that our products meet quality standards and are delivered on time with proper verification procedures. We offer factory-trained technicians to service, supply and provide spare parts for our products. In addition, TransAct will take back, at no charge, anything it sells and will recycle parts or products in a way that meets or exceeds the European WEEE (Waste Electrical and Electronic Equipment) directive or its equivalent in any country we do business. Our processes are also compliant with California’s Proposition 65. In addition to quality manufacturing, we offer software technologies that help our clients reduce labor cost, improve employee and operational performance, and enhance the customer experience.

A Focus on Our People

Over the past several years, the Company has focused on its employees through its recruitment, talent development, retention and inclusion efforts. The Code of Ethics and our Employee Handbook include our anti-discrimination and zero tolerance harassment policies and a Whistleblower Policy, which provides for an anonymous compliance hotline for employees to report concerns. Nominating and Corporate Governance Committee regularly reviews these policies for updates.

We support the advancement of our employees through annual trainings and development assessments conducted via manager engagements and provide internal recognition and promotion opportunities based on these reviews. In 2024, we focused on providing additional training and development for our sales and marketing personnel. We value the commitment of our team members and encourage internal promotions and lateral mobility, when appropriate, with a focus on identifying the right candidate for each role.

Corporate Governance and Ethics at TransAct

The Board and management believe that good corporate governance promotes accountability to stockholders, enhances investor confidence in the Company and supports long-term value creation.

The previously announced process to declassify our Board will be complete as of the Annual Meeting. Accordingly, this year’s six director nominees have been nominated to serve a one-year term. Beginning at the Annual Meeting, all directors will be elected to serve one-year terms.

We have added three new directors to the Board in the past six years, including two stockholder-nominated directors in 2022. These additions demonstrate our commitment to Board refreshment, and the new directors have added to the Board expertise in organizational, financial, operational, M&A, and strategic planning matters, as well as in technology and marketing in the food service and restaurant space. The new directors have taken leadership roles on Board committees, with Randall S. Friedman, who joined the Board in 2020, now serving as Chair of the Compensation Committee and Audrey P. Dunning, who joined the Board in 2022, serving as Chair of the Nominating and Corporate Governance Committee.

The Board and the Nominating and Corporate Governance Committee periodically assess the roles of Chair of the Board and CEO, whether these roles should be held by the same individual and whether the Chair role should be held by an independent director to ensure that the interests of the Company and its stockholders are best served. In 2022, the Board determined to separate the Chair and CEO roles and appointed Haydee Ortiz Olinger to serve as Chair of the Board. Although the combination of the roles aided efficiency, the Board determined that the separation of the roles strengthens independent oversight of the Board and allows our CEO to focus on leading the Company and continuing to develop our core businesses, while Ms. Olinger focuses on leadership of the Board.

The Board believes it is important to retain the organizational flexibility to determine whether the roles of Chair and CEO should be separated or combined in one individual. While the Board believes that separation of the roles is a good governance practice for the Company currently and allows management to focus efforts on business matters, depending upon future circumstances, the Board could determine to again combine the roles of Chair and CEO and may in such circumstance appoint an independent lead director, as the Board reexamines its corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet our needs.

The Board seeks to continue to enhance the Company’s governance practices as value-enhancing new ideas and best practices emerge. You may access our current Committee charters, Corporate Governance Principles, Code of Ethics and stockholder communications policy by accessing our website at www.transact-tech.com and clicking on “Investor Relations” under the “Company” dropdown menu and then clicking on “Documents & Charters” under the “Governance” dropdown menu. In addition to the measures, initiatives and changes discussed above, our governance documents, practices and policies include or reflect the following, among other things:

•        The Board meets in executive session, without management or employee directors present, during or following most regularly scheduled Board meetings and the Audit Committee meets in executive session, without management or employee directors present, following all regularly scheduled Audit Committee meetings.

•        The Board has full access to our senior management, who attend our regularly scheduled Board meetings, and to outside advisors, as the Board or the relevant Committee determines is necessary.

•        The Nominating and Corporate Governance Committee oversees an annual performance evaluation of the Board and each Board Committee.

•        Our Board and Committees regularly review developments in corporate governance to continue enhancing the Board’s effectiveness.

•        The Board has adopted a clawback policy that permits the Compensation Committee to recoup incentive compensation paid to an executive officer or other covered employee for a performance period in which such executive officer or employee committed a significant legal or compliance violation. In 2023, the Board also adopted a separate clawback policy to address clawbacks in the context of a financial restatement, in accordance with Nasdaq rules.

•        The Board has implemented stock ownership guidelines for the CEO and the CFO.

•        We regularly engage with our stockholders and solicit their feedback on our corporate governance and pay practices.

•        The Compensation Committee regularly discusses and makes recommendations to the Board regarding succession planning, including for the CEO and CFO roles.

Standards of Business Conduct and Code of Ethics

To ensure the highest levels of business ethics at the Company, the Company maintains the Code of Ethics, which applies to the Company’s directors, officers and employees. The Code of Ethics provides an overview of the Company’s policies related to employee conduct in the workplace, regulatory compliance and investigations; the Company’s relationships with its customers, vendors, competitors and the public; insider trading; conflicts of interest; lobbying; political activities and contributions; accuracy of books, records and financial statements; confidentiality; and the protection of all who come forward to report suspected violations of the Code of Ethics. In addition, the Code of Ethics promotes honest and ethical conduct on the part of the Company’s officers who are responsible for financial reporting, including the CEO and CFO. The Code of Ethics mandates that these officers avoid conflicts of interest and disclose any relationship that could give rise to a conflict, protect the confidentiality of non-public information about the Company, work to achieve responsible use of the Company’s assets and resources, comply with all applicable governmental rules and regulations, and promptly report any possible violation of the Code of Ethics. The Code of Ethics requires these individuals to promote full, fair, understandable and accurate disclosure in the Company’s publicly filed reports and other public communications. It sets forth standards for accounting practices and maintenance of records. Individuals who fail to observe the terms of the Code of Ethics may face disciplinary action, including possible employment termination.

We will disclose on our website any amendment to or waiver of a provision of the Code of Ethics as may be required and within the time period specified under applicable Nasdaq and SEC rules. The Code of Ethics is available by accessing our website at www.transact-tech.com and clicking on “Investor Relations” under the “Company” dropdown menu and then clicking on “Documents & Charters” under the “Governance” dropdown menu.

Board Composition and Structure

Our Board is committed to thoughtful and independent representation of stockholder interests and corporate governance policies and practices that drive long-term stockholder value. As noted above, the Board has separated the Board Chair and CEO roles, and the Company has fully declassified its Board.

In addition, the Board has prioritized board composition and refreshment and identification of highly skilled candidates with a range of experience and expertise. We have added three new directors to the Board in the past six years, including two stockholder-nominated directors, Daniel M. Friedberg and Audrey P. Dunning, in 2022, and Randall S. Friedman in 2020. Mr. Friedberg represents one of the Company’s largest stockholders and brings to the Board significant knowledge and experience with respect to organizational, financial, operational, M&A, and strategic planning matters. Ms. Dunning’s significant experience in the technology industry adds to the Board’s capabilities as the Company’s Food Service Technology (“FST”) business continues to grow. Mr. Friedman brings to the Board deep experience and expertise in sales and marketing in the food service and retail markets. There are currently two female directors (approximately 33% of the Board), one of whom also self-identifies as a member of an underrepresented demographic group (with members of underrepresented demographic groups constituting approximately 17% of the Board). The Board will continue to rigorously evaluate itself through the self-assessment process to identify qualified director candidates as necessary, pursuant to the needs of TransAct in connection with the Company’s evolving corporate strategy.

Board Leadership Structure and Independence

As noted above, in 2022, the Board chose to separate the positions of CEO of the Company and Chair of the Board, with Ms. Olinger serving as Chair of the Board. On April 4, 2023, in connection with the appointment of John M. Dillon to serve as CEO, Mr. Dillon stepped down from his role as Audit Committee Chair and from his membership on the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Executive Committee. The Board named Emanuel P. N. Hilario to replace Mr. Dillon as Audit Committee Chair and Mr. Friedman to replace Mr. Hilario as Compensation Committee Chair. In 2024, Ms. Dunning replaced Ms. Olinger as Chair of the Nominating and Corporate Governance Committee.

The Board has affirmatively determined that all of our directors except for Mr. Dillon, and all of the members of our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, are “independent” within the meaning of the Nasdaq independence standards. The Board has further determined that the members of the Audit Committee are “independent” for purposes of Section 10A(m)(3) of the Exchange Act and that each member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act. In making each of these independence determinations, the Board considered and broadly assessed, from the standpoint of materiality and independence, all of the information provided by each director in response to detailed inquiries concerning his or her independence and any direct or indirect business, family, employment, transactional or other relationship or affiliation of such director with the Company. These considerations included, among other things, Mr. Hilario’s and Ms. Olinger’s roles with The ONE Group and Mr. Friedberg’s and the 325 reporting persons’ beneficial ownership of in excess of ten percent of the Company’s outstanding common stock.

Board’s Role in Risk Oversight

Identification and management of risk are an integral part of our corporate governance practices. Senior management is responsible for assessing and managing the various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies and programs. These include the Code of Ethics, robust product quality standards and processes, a cybersecurity policy and a comprehensive internal and external audit process. Management communicates routinely with the Board, the Board Committees and individual directors on the significant risks identified and how they are being managed. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the overall approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and also through its Committees, each of which examines various components of enterprise risk as part of its responsibilities and updates the Board on significant risk matters. Our Board and Committee structure allows the Board to provide specific attention to and oversight of key risk areas by aligning the Committees with risk oversight in their individualized areas of Committee focus and attention. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee oversees management of financial risks, as well as cybersecurity and other information technology risk exposures. The Audit Committee is also responsible for oversight and review of our policies with respect to legal and regulatory compliance, risk assessment and risk management. The Nominating and Corporate Governance Committee manages risks associated with board independence and potential conflicts of interest. In addition, an overall review of risk is inherent in the Board’s consideration of our short-, intermediate- and long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, cybersecurity policies and procedures and operational and financial matters. The Board’s role in risk oversight is consistent with our leadership structure, with the CEO, President and other members of senior management having responsibility for assessing and managing our risk exposure, and the Board and its Committees providing oversight in connection with these efforts.

Board Size

Our By-Laws provide that the number of directors on the Board is determined by resolution adopted by the Board. In establishing the appropriate number of directors, the Board, along with the Nominating and Corporate Governance Committee, considers (i) resignations and retirements from the current Board, (ii) the availability of appropriate, qualified candidates, and (iii) the goal of ensuring that the Board is small enough to facilitate active discussions and decision-making while, at the same time, it is large enough to provide an appropriate mix of continuity, experience, skills and diversity so that the Board and its Committees can effectively perform their responsibilities. The Board is currently composed of six directors.

Criteria for Membership on the Board

The Board and its Nominating and Corporate Governance Committee consider a number of different factors in selecting nominees for director. Some of these factors, such as integrity, are applied uniformly to all prospective candidates. Others, such as specific industry experience, may be adopted on a case-by-case basis by the Board and the Nominating and Corporate Governance Committee based on the Company’s business needs and the Board makeup at the time a nomination is under consideration. The Nominating and Corporate Governance Committee and the Board apply the same criteria to each candidate for the Board, regardless of whether the candidate is proposed by a stockholder or another source. Specific criteria considered by the Nominating and Corporate Governance Committee and the Board include:

Independence.    The Board, in its Corporate Governance Principles and Committee charters, has established a policy that requires a substantial majority of the directors to be “independent” members of the Board, and only “independent” directors may serve on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. The Nominating and Corporate Governance Committee and the Board consider the independence of each prospective director before election and further consider the independence of all continuing directors on at least an annual basis. The Board has determined that each of Messrs. Hilario, Friedman and Friedberg and Mses. Olinger and Dunning is independent in accordance with the standards of Nasdaq and the Company’s criteria and that Mr. Dillon, the Company’s CEO, is not independent. The Board applies the following criteria in determining independence, which criteria are derived from Nasdaq’s listing standards as well as additional requirements that are imposed on members of certain Board Committees under the rules and regulations of the SEC:

•        Independent Judgment.    The director must not have any relationship with the Company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board considers all relevant facts and circumstances, including commercial, charitable and familial relationships that might have an impact on the director’s judgment.

•        Employment.    The director must not have been an employee of the Company or any parent or subsidiary of the Company at any time during the past three years, except that, consistent with Nasdaq rules, employment by a director as an executive officer of the Company on an interim basis for one year or less will not disqualify a director from being considered independent following such employment. In addition, a member of the director’s immediate family (including the director’s spouse, parents, stepparents, children, stepchildren, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and anyone who resides in the director’s home other than a tenant or employee) must not have been an executive officer of the Company during the past three years.

•        Other Payments.    Neither the director nor a member of his or her immediate family may have received compensation of more than $120,000 from the Company during any period of 12 consecutive months during the past three years, except for director fees, payments arising solely from investments in the Company’s securities, benefits under certain Company plans and non-discretionary compensation, certain permitted loans, compensation paid to a family member who is not an executive officer of the Company and compensation to a director for service as an executive officer of the Company for one year or less.

•        Auditor Affiliation.    Neither the director nor a member of his or her immediate family may be a current partner of the Company’s independent registered public accounting firm or have been a partner or employee of the Company’s independent registered public accounting firm who worked on the Company’s audit at any time during the past three years.

•        Interlocking Directorships.    Neither the director nor any member of his or her immediate family may be employed as an executive officer by another entity where, at any time during the past three years, any of the Company’s executive officers served on the compensation committee.

•        Transactions.    Neither the director nor any member of his or her immediate family may be a partner in, or a controlling stockholder or executive officer of, any organization that, during the current or any one of the past three years, received payments from the Company, or made payments to the Company, for property or services that exceed the greater of $200,000 or 5% of the recipient’s annual consolidated gross revenues for such year (excluding payments arising solely from investments in the Company’s securities or paid under a non-discretionary charitable matching program).

•        Additional Standards for Audit Committee Members.    Any director who serves on the Board’s Audit Committee may not, directly or indirectly, have received any consulting, advisory or other compensatory fee from the Company (other than certain retirement benefits and deferred compensation) or be an affiliate of the Company (except as a director, but including by way of stock ownership). In addition, no such director may have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.

Relevant Skills and Experience.    Each of our directors brings to the Board a unique set of professional skills, work and industry experience that is relevant to the Company’s business and markets. In considering and selecting new director nominees, the Nominating and Corporate Governance Committee and the Board take into account the direction of the Company’s business, strategic needs, and the related skills and experience of potential directors in determining whether a particular individual brings needed expertise to the Board.

Overall Board Composition.    The Board believes it is important to consider the professional skills, background, and experience in relevant industries of its directors in light of the Company’s current and future business needs.

As outlined in our Corporate Governance Principles, the Board and the Nominating and Corporate Governance Committee believe that having directors from different backgrounds enhances the effectiveness of the Board’s decision-making and consider directors’ and potential nominees’ differences of viewpoint, skills, professional experience, background and tenure as a factor in evaluating directors and director nominees. The Board and the Nominating and Corporate Governance Committee use their judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to high standards of Board service.

Personal Qualities.    Each director must possess certain personal qualities, including integrity, judgment and business acumen. In addition, our Corporate Governance Principles provide that individuals will not be eligible for nomination to the Board after they reach the age of 75, except that that the Board may nominate a director who is 75 years of age or older, such as Mr. Dillon, for an additional term or terms due to special circumstances based on such director’s particular contributions and experience. In light of Mr. Dillon’s extensive experience, particular contributions to the Company and his role as CEO, the Board determined that special circumstances exist that support his nomination as a director and nominated him for election at the Annual Meeting, notwithstanding his age.

Commitments.    Each director must have the time and ability to make a constructive contribution to the Board. While the Board does not believe it is appropriate to establish a single standard regarding the number of other boards on which a director may sit, this is a factor that may be considered in reviewing a candidate’s suitability.

Additional Criteria for Incumbent Directors.    During their terms, all incumbent directors on the Board are expected to attend Board and Committee meetings regularly, to stay informed about the Company and its business, to participate in discussions of the Board and its Committees, to take an interest in the Company’s business and provide advice and counsel to the Company’s CEO, and to comply with the Company’s Corporate Governance Principles, the Code of Ethics and other applicable policies.

Regulatory Requirements.    The Board must have directors who meet the criteria established from time to time by Nasdaq, the SEC and other applicable regulatory entities for service on the Board and its Committees.

Director Nomination Process

Under its charter, the Nominating and Corporate Governance Committee is responsible for identifying, reviewing and recommending individuals to the Board for nomination or election as directors. This typically involves the following steps:

•        Establishing Specific Criteria.    The Nominating and Corporate Governance Committee and the Board review the overall composition of the Board in light of the Company’s current and expected business needs and, as a result of such assessments, may establish specific qualifications that the Committee will seek in Board candidates.

•        Identifying New Candidates.    The Nominating and Corporate Governance Committee may seek to identify new candidates for the Board (i) who possess the desired qualifications and (ii) who satisfy the other requirements for Board service. In identifying new director candidates, the Committee may seek

advice and names of candidates from Committee members, other members of the Board, members of management, and other public and private sources. The Committee may also, but need not, retain a search firm in order to assist in these efforts.

•        Reviewing New Candidates.    The Nominating and Corporate Governance Committee reviews the potential new director candidates identified through the process described above. This involves reviewing the candidates’ qualifications, responses to prospective director questionnaires, and conducting appropriate background investigations. The Committee may also select certain candidates to be interviewed by one or more Committee members.

•        Reviewing Incumbent Candidates.    On an annual basis, the Nominating and Corporate Governance Committee also reviews incumbent candidates for re-nomination to the Board. This review involves an analysis of the criteria described above that apply to incumbent directors.

•        Recommending Candidates.    The Nominating and Corporate Governance Committee recommends a slate of candidates for the Board to submit for approval to the stockholders at the Annual Meeting. This slate of candidates may include both incumbent directors and new nominees. At the time of making any recommendation to the Board, the Committee reports on the criteria that were applied in making the recommendation and its findings concerning each candidate’s qualifications.

•        Stockholder Recommendations Submitted to the Nominating and Corporate Governance Committee.    Stockholders may also submit names of director candidates, including their own, to the Nominating and Corporate Governance Committee for its consideration. Stockholders who wish to submit suggested director candidates should send their recommendations to the Nominating and Corporate Governance Committee via email, mail or delivery service at the addresses specified in our Policy Regarding Security Holder Communications with the Board of Directors, which is available on our website at www.transact-tech.com by clicking on “Investor Relations” under the “Company” dropdown menu and then clicking on “Documents & Charters” under the “Governance” dropdown menu. Such correspondence should be accompanied by the following information: (1) a statement identifying the stockholder submitting the correspondence and indicating the class and amount of securities of the Company held by the stockholder; and (2) the mailing address, telephone number and email address of the stockholder submitting the correspondence. Candidates who are recommended to the Board by stockholders are evaluated in the same manner as recommendations received from other sources.

Board Meetings and Executive Sessions

The Board holds regular quarterly meetings, as well as periodic special meetings. In 2024, the Board held eight meetings. Each current director attended 100% of the aggregate number of meetings of the Board and the Committees on which such director served that were held during 2024 while such director was in office or serving on such Committee, as applicable.

Our independent directors meet in executive session, without management or employee directors present, during or following most regularly scheduled Board meetings and following all Audit Committee meetings. In addition, independent directors may convene additional executive sessions at any time. The executive sessions of the Board are led by the Board Chair, and executive sessions of the Audit Committee are led by the Audit Committee Chair.

Committees of the Board

The Board has four standing Committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Executive Committee. The Board has also formed a Strategy Committee in connection with the Company’s strategic review process.

Each Committee is composed entirely of independent directors and operates under a written charter. The Chair of each Committee is selected by the Board. Each Committee, except the Executive Committee and the Strategy Committee, holds regular executive sessions at which only Committee members are present. Each Committee is authorized to retain its own outside counsel and other advisors as it determines are necessary to fulfill its duties and responsibilities.

Charters for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are available on our website at www.transact-tech.com by clicking on “Investor Relations” under the “Company” dropdown menu and then clicking on “Documents & Charters” under the “Governance” dropdown menu. A brief summary of the Committees’ responsibilities follows:

Audit Committee.    The Audit Committee assists the Board in fulfilling its responsibilities to oversee the quality and integrity of the Company’s financial statements and accounting practices, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s independent registered public accounting firm and internal audit function. Messrs. Emanuel P. N. Hilario, Daniel M. Friedberg and Randall S. Friedman and Mses. Audrey P. Dunning and Haydee Ortiz Olinger serve as the members of the Audit Committee, with Mr. Hilario serving as Chair. The Board has determined that each member of the Audit Committee is an independent director under the standards of Nasdaq and the SEC and meets the financial literacy requirements of Nasdaq. In addition, the Board has determined that Mr. Hilario is an “audit committee financial expert” as defined under the rules of the SEC. The Audit Committee met five times during 2024.

Compensation Committee.    The Compensation Committee oversees the hiring and termination of all executive officers of the Company, CEO performance review and succession planning, CFO succession planning, director compensation, the design and management of the executive compensation programs, and the philosophy and programs for all employee compensation and benefit programs worldwide. The Compensation Committee is responsible for determining the compensation (including salary, bonus, equity-based grants, and any other long-term cash compensation) for the Company’s CEO and our other named executive officers. The Compensation Committee is comprised of Messrs. Randall S. Friedman, Daniel M. Friedberg and Emanuel P. N. Hilario and Mses. Audrey P. Dunning and Haydee Ortiz Olinger, with Mr. Friedman serving as Chair. The Board has determined that each member of the Compensation Committee is an independent director under the standards of Nasdaq and the SEC. The Compensation Committee met six times during 2024.

Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee oversees the Company’s corporate governance practices, Board and Nominating and Corporate Governance Committee performance evaluations and stockholder communication matters, and assists the Board in carrying out its responsibilities relating to the composition of the Board, including identifying, reviewing and recommending candidates to the Board for nomination as directors. The Nominating and Corporate Governance Committee is comprised of Mses. Audrey P. Dunning and Haydee Ortiz Olinger and Messrs. Daniel M. Friedberg, Randall S. Friedman and Emanuel P. N. Hilario, with Ms. Dunning serving as Chair. The Board has determined that each member of the Nominating and Corporate Governance Committee is an independent director under the standards of Nasdaq and the SEC. The Nominating and Corporate Governance Committee met four times during 2024.

Executive Committee.    The Executive Committee may meet when action is required to be taken between regular meetings of the Board and time is of the essence. The Executive Committee has the power and authority of the Board, except as limited by applicable law, the Certificate of Incorporation and By-Laws and the Executive Committee charter. It is comprised of Messrs. Emanuel P. N. Hilario, Daniel M. Friedberg and Randall S. Friedman and Mses. Audrey P. Dunning and Haydee Ortiz Olinger, with Mr. Hilario serving as Chair.

Strategy Committee.    The Strategy Committee assists the Board in efficiently and effectively overseeing the Company’s long-term strategy to maximize stockholder value, including the consideration of potential transactions. It is comprised of Messrs. Emanuel P. N. Hilario and Daniel M. Friedberg and Ms. Haydee Ortiz Olinger, with Mr. Hilario serving as Chair.

PROPOSAL 1:
ELECTION OF DIRECTORS

The Board currently consists of six directors. Prior to the 2023 Annual Meeting of Stockholders, the Board was divided into three classes and each class of directors was elected by the holders of the Company’s common stock to serve a staggered three-year term. In 2022, the Board adopted an amendment to the Company’s Certificate of Incorporation to declassify the Board, which amendment was approved by stockholders at the 2022 Annual Meeting of Stockholders. As a result of this amendment and the resulting declassification of the Board, at the 2025 Annual Meeting, each of the six directors have been nominated to serve a one-year term until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The nominees for election are John M. Dillon, Audrey P. Dunning, Daniel M. Friedberg, Randall S. Friedman, Emanuel P.N. Hilario and Haydee Ortiz Olinger.

Should any of the nominees be unable or unwilling to serve as a nominee at the time of the Annual Meeting, which is not currently anticipated, the shares represented by the enclosed proxy card will be cast for a substitute candidate as may be designated by the Board, or in the absence of such designation, in such other manner as the Board may determine in its sole discretion. Alternatively, in such a situation, the Board may take action to fix the number of directors for the ensuing year at the number of nominees and incumbent directors who are then able to serve.

Information Concerning Our Director Nominees

John M. Dillon, 75, has been a director of the Company since 2011 and CEO since April 2023. Mr. Dillon served from 2015 to 2022 as CEO and then from 2022 to 2024 as Chairman of the Board of Directors of Aerospike, a high-performance database company used for banking, AdTech, anti-fraud and AI/ML applications. Prior to joining Aerospike, Mr. Dillon served as CEO of Engine Yard, Inc., a leading cloud platform for automating and developing Ruby on Rails and PHP applications, from 2009 to 2014. He previously served as CEO for Navis, Inc., a private company specializing in enterprise software systems for operating large marine container terminals and distribution centers, from 2002 to 2008. Before Navis, he served as CEO for Salesforce.com and President and CEO of Hyperion Solutions. He began his career as a Systems Engineer for EDS (Electronic Data Systems) and then moved into a variety of sales management positions for various high-tech companies, including Oracle Corporation. Mr. Dillon holds a Bachelor’s degree in engineering and operations research from the United States Naval Academy and an MBA from Golden Gate University. He served on active duty as a naval officer in the nuclear submarine service for five years before beginning his civilian career.

Mr. Dillon’s qualifications for election to the Board include deep experience in the software industry, including over 20 years as CEO. Mr. Dillon is a former director at Intacct Corporation and Centerpointe Community Bank and has also served as director of several other companies, including BMC Software, Inc. from 2012 to 2013, Epicor Software Corporation from 2009 to 2011 and Plumtree Software, Inc. from 1997 to 2005. From his past executive and director positions, Mr. Dillon brings to our Board his extensive executive experience and knowledge operating and managing complex software and technology companies, and as the Company’s CEO and long-time director, he brings extensive experience with and knowledge of the Company’s business. Mr. Dillon has consented to be named in this Proxy Statement and to serve if elected.

Audrey P. Dunning, 63, was appointed to the Board on March 30, 2022. Since July 2019, Ms. Dunning has served as founder and Chief Executive Officer of AMP Growth Advisors, LLC, a firm that partners with growth-stage companies in B2B SaaS and tech-enabled services, providing strategic business advisory to boards of directors and company executives in such areas as long-range strategic planning; M&A initiatives; sales, business development, and go-to-market planning; building and scaling operations; risk management and mitigation; digital transformation; and leadership coaching. Previously, Ms. Dunning served as Chief Executive Officer of Summa Technologies, Inc., a digital solutions consulting company, from 2007 through its acquisition by CGI, Inc. (“CGI”), a global technology consulting firm, in August 2017, after which she served as Senior Vice President of CGI’s Great Lakes business unit through December 2018.

Prior to Summa, Ms. Dunning held sales leadership positions at Transarc Corporation, a Carnegie Mellon University start-up and leader in distributed systems technology that was later acquired by IBM Software Group. In addition to IBM, Ms. Dunning’s prior experience includes sales leadership roles at (i) SAGA Software/Software AG (OTC: STWRY), an enterprise software company that serves as a software vendor in Germany, and (ii) Xerox Corporation.

Ms. Dunning has served on the Board of Directors and the Audit and Risk Committees of TriState Capital Bank, a wholly owned subsidiary of Raymond James Financial, Inc. (NYSE: RJF), a leading diversified financial services company, since January 2025. Ms. Dunning has also served on the Board of Directors and the Audit, Risk and Strategic Planning Committees of Quest Resource Holding Corporation (Nasdaq: QRHC), a national provider of waste and recycling services, since June 2023.

Previously, Ms. Dunning served on the Board of Directors of the Pittsburgh Branch of the Federal Reserve Bank of Cleveland, a supervisory and regulatory financial bank, from January 2015 to December 2020, and on the Board of Directors of Dollar Bank, an independent community bank, from January 2016 to December 2019. Ms. Dunning received a B.S. in Business Administration from the University of Pittsburgh.

Ms. Dunning’s qualifications for election to the Board include sales leadership experience at enterprise software and technology companies, service as a consulting firm CEO leading large-scale custom software development projects in Technology and Retail, as well as prior and ongoing board experience. Ms. Dunning has consented to be named in this Proxy Statement and to serve if elected.

Daniel M. Friedberg, 63, has been a director of the Company since March 30, 2022. Mr. Friedberg has served as Managing Member of 325 Capital LLC, a public equity investment firm, since its founding in May 2016. He has also served as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016 and as Chief Executive Officer of Roundtrip EV Solutions, Inc., a private company in the electric vehicle industry, since May 2021. Previously, Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. Prior to that, Mr. Friedberg served as Vice President of Power Corporation of Canada, a diversified international management holding company, from January 2005 to May 2016. Mr. Friedberg also served as a Partner and Consultant with Bain & Company, a global strategy management consulting company, from 1997 to 2005 and 1987 to 1991, respectively.

Mr. Friedberg has served as Chairman of the Board of Directors of Quest Resource Holding Corporation (Nasdaq: QRHC), a national provider of waste and recycling services, since April 2019. Since July 2024, Mr. Friedberg has also served on the Board of Directors of Multi Sensor AI, Inc. (Nasdaq: MSAI), a sensor company for industrial customers. Mr. Friedberg previously served as a member of the Board of Directors of each of Roth CH Acquisition IV Co. (Nasdaq: ROCG), a publicly traded special purpose acquisition company, from August 2021 until the completion of its business combination with Tigo Energy, Inc. in May 2023; Roth CH Acquisition III Co. (Nasdaq: ROCR), a publicly traded special purpose acquisition company, from March 2020 until the completion of its business combination with QualTek HoldCo, LLC in February 2022; Roth CH Acquisition II Co. (Nasdaq: ROCC), a publicly traded special purpose acquisition company, from December 2020 until its merger with Reservoir Holdings, Inc. in July 2021; Roth CH Acquisition I Co. (Nasdaq: ROCH), a publicly traded special purpose acquisition company, from February 2020 until its merger with PureCycle Technologies, Inc. (Nasdaq: PCT) in March 2021; Performance Sports Group Ltd. (formerly NYSE: PSG), a leading developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel, from March 2016 to July 2016; InnerWorkings, Inc. (formerly Nasdaq: INWK), a leading global marketing execution firm serving Fortune 1000 brands across a wide range of industries, from March 2014 to August 2016; GP Strategies Corp. (formerly NYSE: GPX), a provider of sales and technical training, E-learning, management consulting and engineering services, from 2009 to August 2016; and X-Rite, Inc. (formerly Nasdaq: XRIT), a former developer, manufacturer, marketer and supporter of innovative color solutions through measurement systems, software, color standards and services, from 2008 to 2012. Since 2019, Mr. Friedberg has also served on the Board of Directors of USA Field Hockey. Mr. Friedberg has a Master’s in Business Administration degree from Cornell University’s Johnson Graduate School of Business, and a Bachelor of Science from the University of Manchester Institute & Technology.

Mr. Friedberg’s experience as the Chief Executive Officer of three investment firms, his experience as an executive with a leading global management consulting firm, his extensive experience in investing in private and public companies, and his service on multiple boards of directors provide him with knowledge and expertise with respect to organizational, financial, operational, M&A, and strategic planning matters and provide the requisite qualifications, skills, perspectives, and experiences that make him well-qualified to continue serving on the Board. Mr. Friedberg has consented to be named in this Proxy Statement and to serve if elected.

Randall S. Friedman, 52, has been a director of the Company since November 2020. He has served as Chief Executive Officer of JohnWallStreet Inc., a B2B intelligence and access platform serving executives across the business of sports ecosystem, since July 2024. He previously served as Managing Director of Oaklins DeSilva+Phillips, an investment bank, from January 2022 to July 2024, advising clients in the media, marketing and healthcare sectors. From 2019 to 2022, Mr. Friedman served as the founder of Iaso Health, LLC, an online search tool for on-demand healthcare options. From 2014 to 2018, he was the president and CEO of Lebhar-Friedman, Inc., a business-to-business media company where he was responsible for, among other things, sales and marketing, and focused on the food service and retail markets. Mr. Friedman also served at Penton Media, Inc. from 2010 to 2014, as group publisher of the restaurant group from 2010 to 2013 and group publisher of the restaurant and food groups from 2013 to 2014. From 2000 to 2010, Mr. Friedman served in various management and senior management roles at Lebhar-Friedman, Inc. Mr. Friedman is a graduate of Williams College and received his MBA from the Fordham University School of Business.

Mr. Friedman’s qualifications for election to the Board include significant experience in business-to-business marketing and media, with over a decade of leadership experience in digital innovation and marketing, strategic planning, business acquisitions and divestitures, as well as restructuring and business evolution. Mr. Friedman also brings industry expertise in the food service technology market. From his past executive positions, Mr. Friedman brings to our Board his extensive executive experience and knowledge regarding sales and marketing in the food service and retail markets. Mr. Friedman has consented to be named in this Proxy Statement and to serve if elected.

Emanuel P. N. Hilario, 57, has been a director of the Company since 2019. He has served as a director (since April 10, 2017) and as President and Chief Executive Officer (since October 30, 2017) of The ONE Group Hospitality, Inc. (Nasdaq: STKS), an international restaurant company that develops and operates upscale and polished casual, high-energy restaurants and lounges and provides turn-key food and beverage services and consulting services for hospitality venues including hotels, casinos and other high-end locations. Prior to becoming the President and Chief Executive Officer of The ONE Group Hospitality, Mr. Hilario served as a Partner and Chief Financial Officer of Sizzling Platter, a restaurant management company operating over 400 franchised restaurants in the United States, Mexico, and China under the brand names of Red Robin, Sizzler, Little Caesars, Dunkin Donuts, and Wingstop, from February 2015 to October 2017. Before joining Sizzling Platter, Mr. Hilario served as Chief Operating Officer for Einstein Noah Restaurant Group, Inc. (formerly listed on The Nasdaq Global Market under the symbol “BAGL”) from 2013 to 2014 and served as its Chief Financial Officer from 2010 to 2013. He previously served as Chief Financial Officer for McCormick & Schmick’s Seafood Restaurants, Inc. (formerly listed on The Nasdaq Global Market under the symbol “MSSR”) from April 2004 through May 2009 and also served on its Board of Directors from May 2007 to July 2009. For the preceding four years, Mr. Hilario was with Angelo and Maxie’s, Inc., where he served as Chief Financial Officer and managed the day-to-day operations of the Angelo and Maxie’s steakhouse concept from 2002 to 2004. Mr. Hilario began his career at McDonald’s Corporation. He received a Bachelor of Science and Commerce degree in accounting from Santa Clara University in 1990.

Mr. Hilario’s qualifications for election to the Board include extensive global restaurant industry experience. From his past executive and director positions, Mr. Hilario brings to our Board his extensive operational, financial and accounting experience and knowledge in the restaurant industry and qualifies as an audit committee financial expert. Mr. Hilario has consented to be named in this Proxy Statement and to serve if elected.

Haydee Ortiz Olinger, 67, was appointed to the Board as a director of the Company on July 27, 2018. Ms. Olinger has served as a Senior Advisor for BarkerGilmore LLC, a consulting firm specializing in recruiting, advising and coaching for legal and compliance talent, since September 2017. Ms. Olinger served in senior management roles for more than thirty years at the McDonald’s Corporation, most recently as Global Chief Compliance and Privacy Officer from 2002 to 2015, during which time she successfully developed and implemented best in class compliance and ethics programs. Ms. Olinger earned both her Juris Doctor and Bachelor of Science in Management and Business Administration degrees at DePaul University. Additionally, she earned a Master of Science in Leadership and Business Ethics at Duquesne University.

Ms. Olinger’s qualifications for election to the Board include extensive global restaurant industry experience. She currently serves as an independent director for The ONE Group Hospitality, Inc. (Nasdaq: STKS) and serves on the DePaul University Board of Trustees, is the former chairperson of the Illinois Lottery Control Board and has also served on the boards of the Society of Corporate Compliance and Ethics/Healthcare Compliance Association (Minnesota) and the National Hispana Leadership Institute (Virginia). From her past executive and director positions, Ms. Olinger brings to our Board her extensive operational and legal experience and knowledge in the restaurant industry. Ms. Olinger has consented to be named in this Proxy Statement and to serve if elected.

Vote Required

Directors are elected by a plurality of the votes of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. In an uncontested election like the election at the Annual Meeting, where the number of nominees does not exceed the number of seats available, a nominee who receives any “For” votes will be elected. If you “Withhold” authority to vote on any nominee’s election, this will not have an impact on the outcome of the voting with respect to the election of directors. Broker non-votes also will have no effect on the outcome of the voting with respect to the election of directors.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF JOHN M. DILLON, AUDREY P. DUNNING, DANIEL M. FRIEDBERG, RANDALL S. FRIEDMAN, EMANUEL P. N. HILARIO AND HAYDEE ORTIZ OLINGER AS DIRECTORS OF THE COMPANY FOR A ONE-YEAR TERM.

PROPOSAL 2:
RATIFICATION OF THE SELECTION OF CBIZ AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025

The Audit Committee has selected CBIZ as the independent registered public accounting firm to audit the financial statements of the Company for the 2025 fiscal year. This selection is being presented to the stockholders for ratification at the Annual Meeting.

In the event stockholders do not ratify the appointment, the Audit Committee will reconsider the appointment. CBIZ has served as the Company’s independent registered public accounting firm since April 7, 2025. Previously, Marcum LLP (“Marcum”) served as the Company’s independent registered public accounting firm from July 2020 through April 7, 2025.

Resignation of Marcum as the Independent Registered Public Accounting Firm

On November 1, 2024, CBIZ acquired the attest business of Marcum. Substantially all of the partners and staff that provided attestation services with Marcum joined CBIZ. On April 7, 2025, the Company was notified by Marcum that Marcum resigned as the Company’s independent registered public accounting firm, and on April 8, 2025, the Audit Committee approved the resignation.

The reports of Marcum on the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through April 7, 2025, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure that would have caused Marcum to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s financial statements for such years, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Marcum with a copy of the disclosure made by the Company in response to Item 304(a) of Regulation S-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested, in accordance with applicable practices, that Marcum furnish a letter addressed to the SEC stating whether or not it agrees with the statements made in the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2025. A copy of the letter, dated April 9, 2025, was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2025.

Engagement of CBIZ as the New Independent Registered Public Accounting Firm

On April 8, 2025, with the approval of the Audit Committee, CBIZ was engaged as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.

During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through April 8, 2025, neither the Company nor anyone on its behalf consulted with CBIZ regarding (1) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

No director or executive officer of the Company has any direct or indirect substantial interest, whether by security holdings or otherwise, in the ratification of CBIZ as independent registered public accounting firm for the Company’s 2025 fiscal year.

A representative of CBIZ is expected to be present during the Annual Meeting, will have the opportunity to make a statement, and is expected to be available to respond to appropriate questions.

POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED
BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has established a policy requiring its pre-approval of all audit services and permissible non-audit services provided by the independent registered public accounting firm, along with the associated fees for those services (the “Pre-Approval Policy”). The Pre-Approval Policy provides for the annual pre-approval of specific types of services pursuant to policies and procedures adopted by the Audit Committee and gives detailed guidance to management as to the specific services that are eligible for such annual pre-approval. The Pre-Approval Policy requires the specific pre-approval of all other permitted services. For both types of pre-approval, the Audit Committee considers whether the provision of a non-audit service is consistent with the SEC’s rules on auditor independence, including whether provision of the service (i) would create a mutual or conflicting interest between the independent registered public accounting firm and the Company, (ii) would place the independent registered public accounting firm in the position of auditing its own work, (iii) would result in the independent registered public accounting firm acting in the role of management or as an employee of the Company, or (iv) would place the independent registered public accounting firm in a position of acting as an advocate for the Company. In addition, the Audit Committee considers whether the independent registered public accounting firm is best positioned and qualified to provide the most effective and efficient service, based on factors such as the independent registered public accounting firm’s familiarity with the Company’s business, personnel, systems or risk profile and whether provision of the service by the independent registered public accounting firm would enhance the Company’s ability to manage or control risk or improve audit quality or would otherwise be beneficial to the Company.

The Audit Committee may delegate to one of its members the authority to address certain requests for pre-approval of services between meetings of the Committee, and such Committee member is required to report his or her pre-approval decisions to the Committee at its next regular meeting. The Pre-Approval Policy is designed to ensure that there is no delegation by the Audit Committee of authority or responsibility for pre-approval decisions to management of the Company. The Audit Committee monitors compliance by management with the Pre-Approval Policy by requiring management, pursuant to the Pre-Approval Policy, to report to the Audit Committee on a regular basis regarding the pre-approved services rendered by the independent registered public accounting firm.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S SERVICES AND FEES

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm. Accordingly, the Audit Committee has appointed CBIZ to perform audit and other services for the Company. In addition, the Audit Committee has procedures in place for the pre-approval by the Audit Committee of all services provided by the independent registered public accounting firm. These pre-approval procedures are described above under “Policy Regarding Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm.”

CBIZ did not render any services to the Company during the years ended December 31, 2024 or 2023 and accordingly did not bill any fees to the Company for such years. The aggregate fees billed to the Company by Marcum for the years ended December 31, 2024 and 2023 are as follows:

____________

(1)      Audit Fees consist of fees related to: (i) the annual audit of the Company’s financial statements, (ii) reviews of the Company’s quarterly financial statements and (iii) consents and comfort letters.

(2)      There were no Audit-Related, Tax or Other fees billed for 2024 or 2023.

All of the above services during the years ended December 31, 2024 and 2023 were either approved by the Audit Committee or were performed pursuant to pre-approval policies and procedures.

AUDIT COMMITTEE REPORT

Under its charter, the Audit Committee is responsible for assisting the Board in fulfilling its responsibilities to oversee the internal control over financial reporting and quality and integrity of the Company’s financial statements and accounting practices, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s independent registered public accounting firm and internal audit function.

Management is responsible for preparing complete and accurate consolidated financial statements in accordance with generally accepted accounting principles. The independent registered public accounting firm is responsible for performing independent audits of the Company’s consolidated financial statements and for issuing reports about those financial statements. The Audit Committee meets with the independent registered public accounting firm, the CEO, the CFO and the CAO of the Company to review the scope and the results of the annual audit, the amount of audit fees, the Company’s system of internal accounting controls over financial reporting, the financial statements contained in the Company’s Annual Report to Stockholders and other related matters. Separate meetings are held with the independent registered public accounting firm and management.

In connection with its duties, the Audit Committee has taken the following actions:

•        It has reviewed and discussed the audited financial statements, as well as the assessment of internal controls over financial reporting, with management.

•        It has discussed with the independent registered public accounting firm, which is responsible for expressing an opinion on the financial statements in accordance with generally accepted accounting principles, the matters required to be discussed by the statement on Auditing Standards No. 1301, “Communication with Audit Committees,” as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

•        It has received from the independent registered public accounting firm the written disclosures describing any relationships between the independent registered public accounting firm and the Company and the letter confirming their independence as required by applicable legal requirements of the Public Company Accounting Oversight Board and has discussed with the independent registered public accounting firm matters relating to their independence.

•        Based on its review and discussions described above, the Audit Committee recommended to the Board that the audited financial statements of the Company for the year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

PROPOSAL 3:
ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, we seek your advisory vote on the compensation of the Company’s named executive officers as described in this Proxy Statement, including the information provided in the Section entitled, “Executive Compensation,” which includes our “Compensation Discussion and Analysis” and tabular and narrative disclosures regarding the compensation of our named executive officers. We ask that you support the compensation of our named executive officers as disclosed herein. Your vote is advisory, and therefore non-binding, but whatever the outcome of the vote, the Compensation Committee and the Board will review the results carefully and take the results into account in future compensation decisions. The Compensation Committee believes the Company’s executive compensation program reflects a strong pay-for-performance philosophy and is aligned with the stockholders’ long-term interests.

We believe that our programs are currently structured in the best manner possible to sustain our organizational and strategic goals, as well as to support our unique culture. Elements of our compensation program and philosophy include:

•        Seeking alignment between short-term incentive metrics, strategic objectives and stock price and stockholder value over the long term.

•        Regular review of our executive compensation programs by our independent Compensation Committee and engagement of an independent compensation consultant, as necessary or appropriate.

•        Monitoring our programs against other companies in the marketplace with whom we compete for talent and against whom we measure our success, noting in particular that this group of companies may change rapidly as the Company experiences its own growth.

•        Engaging in rigorous talent reviews of our senior executives to ensure they remain committed to the Company’s short and long-term goals, developing or obtaining the skills to manage in the current economy and preparing for the inevitable succession that naturally occurs in any organization.

•        Maintaining conservative benefit programs primarily directed and offered to all employees.

•        Providing executive officers nominal perquisites.

Stockholders are being asked to vote on the following resolution:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure.

Because this vote is advisory, it will not be binding upon the Board or the Compensation Committee. However, the Board values stockholders’ opinions and the Board and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

We currently hold an annual advisory vote on the compensation of our named executive officers and anticipate that we will hold our next advisory vote at the 2026 Annual Meeting of Stockholders. In making this determination, we will take into account the results of Proposal 4, the non-binding, advisory vote on the frequency of future non-binding, advisory votes on the compensation of our named executive officers

Vote Required

The proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Abstentions in effect count as negative votes, because they are shares present or represented by proxy at the Annual Meeting that are entitled to vote and are not voted in the affirmative. Broker non-votes are not counted as part of the vote total (because they represent shares that are not “entitled to vote” on such proposal) and have no effect on the outcome of the voting with respect to this proposal. The vote for the approval of the compensation of our named executive officers is on an advisory basis and is therefore non-binding.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR” THE
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis describes the philosophy, approach, and elements used by our Compensation Committee, which is composed entirely of independent directors of the Company, to define, manage, and review the compensation paid to our executives. Our philosophy and approach to executive compensation apply to all executive officers of the Company, including those designated as named executive officers (“NEOs”). The Company’s NEOs for 2024 consist of our CEO and each of the other two most highly compensated executive officers for 2024:

•        John M. Dillon, CEO of the Company;

•        Steven A. DeMartino, President and CFO of the Company; and

•        Brent Richtsmeier, Chief Technology Officer (“CTO”) of the Company.

Although the rules applicable to smaller reporting companies allow the Company to provide less detail about its executive compensation program, the Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, we are voluntarily providing this Compensation Discussion and Analysis disclosure.

New Employment Agreements with CEO and CFO

In September 2024, to help ensure that the Company continues to receive the benefits of Mr. Dillon’s leadership for the foreseeable future following the removal of his “interim” status as CEO in May 2023, the Compensation Committee approved, and the Company entered into, an employment agreement with Mr. Dillon that replaced and superseded the letter agreement with Mr. Dillon entered into in connection with his initial appointment as interim CEO.

Also in September 2024, the Company entered into an employment agreement with Mr. DeMartino that replaced and superseded his existing severance agreement with the Company. The new agreement updated Mr. DeMartino’s severance terms based on a current assessment of market practices and modernized Mr. DeMartino’s non-competition, non-solicitation, non-disparagement and confidentiality covenants. As a partial inducement for entering into the new agreement and to encourage Mr. DeMartino’s work in furtherance of the Company’s strategic planning efforts, on September 4, 2024, Mr. DeMartino received a one-time grant of 100,000 RSUs vesting in eight equal quarterly increments over two years following the date of grant.

The material terms of Mr. Dillon’s and Mr. DeMartino’s employment agreements are discussed in more detail under the heading “Summary Compensation Table — Executive Employment Agreements.”

Results of 2024 Annual Meeting

At our 2024 Annual Meeting of stockholders, holders of approximately 90.5% of the shares present at the meeting and entitled to vote on the matter voted, on an advisory basis, to approve the compensation of the Company’s NEOs (sometimes referred to as a “say-on-pay vote”). This was the second consecutive year in which the say-on-pay proposal was approved by holders of over 90% of the shares present and entitled to vote. The Board and the Compensation Committee continue to consider the outcome of the say-on-pay vote to be an important indicator of stockholder views on the Company’s executive compensation program.

Philosophy and Objectives of the Compensation Program

Our executive compensation philosophy reflects our belief that compensation should be primarily performance-based and should be competitive with other similarly sized organizations in similar industries. Our primary compensation program objectives are to:

•        Attract, engage, retain, and reward executive officers;

•        Motivate employees and encourage individual initiative and effort;

•        Help to achieve key business objectives and attain Company goals in line with the Company’s strategic focus; and

•        Align the interests of our executive officers closely with those of the Company and its stockholders to drive long-term, sustainable earnings growth.

Our executive compensation program is comprised principally of a base salary, an annual incentive cash performance bonus and equity incentive awards. The Compensation Committee believes that each element of the total compensation program aligns the efforts of our executive officers in support of creating stockholder value by focusing on short-term and long-term performance goals, promoting retention of Company stock and an ownership mentality, and linking individual performance to the Company’s overall performance. The Committee retains its discretion to modify the compensation program elements in response to the needs of the Company. Except as otherwise prohibited by law or the Company’s organizational documents, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee.

The elements of our executive compensation program are periodically reviewed and analyzed using current publicly available market data, contemporary market trends in the industries in which the Company operates and periodic reviews of compensation and benefit surveys. Although we perform periodic reviews of salary surveys and use compensation consultants to analyze elements of our compensation program, we do not believe that it is appropriate to establish compensation levels based solely on the use of such surveys or analysis or to specifically target any particular market compensation level. This information is used as a market check and as one data point in reviewing our executive compensation program.

The Compensation Committee reviews Company executive officer compensation and performance data to determine whether the Company’s executive compensation program is competitive and reasonable. The Compensation Committee, on occasion, meets with the CEO and CFO to obtain recommendations with respect to the Company’s compensation programs, practices and packages for the other executive officers, senior managers and other employees. Our CEO and CFO, with the assistance and support of the human resources department, provide recommendations regarding the design of the Company’s compensation program to the Compensation Committee. The Compensation Committee considers, but is not bound to accept, management’s recommendations with respect to executive compensation.

Periodically, the Compensation Committee retains Compensation Advisory Partners (“CAP”), an independent compensation consultant, to assist the Compensation Committee in assessing the competitiveness of the Company’s total compensation program for the Company’s CEO, CFO and CTO. Compensation data for base salaries, annual cash incentive awards and long-term equity awards for executives holding similar positions at companies similar in size and industry is provided. In 2024, the Compensation Committee engaged CAP to advise on the terms of the new employment agreement with Mr. DeMartino. Specifically, the Compensation Committee asked CAP to advise whether Mr. DeMartino’s base compensation and severance to be provided for in the agreement was consistent with market practice for similarly situated companies.

CAP did not advise management of the Company, and neither CAP nor its affiliates received any compensation from the Company for services other than those performed for the Compensation Committee. The Compensation Committee reviewed the independence of CAP and concluded that no conflict of interest was raised by the services provided by CAP.

2024 Compensation Program

The principal elements of the Company’s 2024 compensation program were (i) base salary, (ii) an annual incentive cash bonus and (iii) long-term incentive awards.

Base Salary:    Base salary is a customary, fixed element of compensation intended to attract and retain executives. In general, base salaries for employees, including executive officers, are established based on the scope of their responsibilities, individual contribution, prior experience, sustained performance, external market data and anticipated level of difficulty of replacing the employee with someone of comparable experience and skill. Base salary for each executive officer is reviewed on an annual basis as part of our Company-wide merit review process. The amount of any merit increase to an executive officer’s base salary is determined based on a combination of the current

position of the executive’s pay against market data and the executive’s performance and results during the past year. Our CEO is responsible for assessing the performance of each executive officer reporting to him. Our Compensation Committee assesses the performance of our CEO.

The Company’s Senior Vice President of Human Resources and the CEO and CFO review and discuss the base salaries of the NEOs (other than the CEO and CFO). In connection with establishing the base salary adjustments for the NEOs (other than the CEO and CFO), the Senior Vice President of Human Resources provides merit increase percentage guidelines based on market compensation data, knowledge of competitive market practices, the Company’s salary budget and relevant macroeconomic factors. The merit increase percentage guidelines (the “Merit Increase Guideline”) for the 2024 base salary for all employees, including NEOs, were 3%. After considering the Merit Increase Guideline and evaluating each NEO’s performance and the position of his or her current base salary, the CEO, as direct supervisor, makes a specific base salary adjustment recommendation to the Compensation Committee (other than for himself). Each NEO’s actual base salary adjustment, if any, is determined by the Compensation Committee, generally at the regularly scheduled meeting of the Compensation Committee in late February or early March of each year.

In determining the base salaries of the NEOs for 2024, the Compensation Committee evaluated the overall performance of the Company and the individual’s contributions to that performance, as well as the performance of the sales unit or function that each leads when relevant, and market data. Based on individual considerations with respect to each NEO such as his or her experience and contributions to the Company and recognizing that the Company must also react to a competitive marketplace on a case-by-case basis when seeking to recruit and retain executives, the Compensation Committee strives to set each NEO’s base salary within the Merit Increase Guideline, if warranted. For 2024, base salary adjustments for Mr. Dillon, Mr. DeMartino and Mr. Richtsmeier were in line with the Merit Increase Guideline.

Annual Incentive Cash Bonus:    We have historically maintained an annual incentive cash bonus program for all executive officers, except for those who receive sales commissions, which provides our executive officers with the opportunity to receive performance bonuses in the form of cash upon the attainment of certain annual financial objectives, as well as strategic business and performance objectives. The incentive bonus opportunity is designed to be a significant portion of executive compensation in order to create and maintain a strong incentive for our executives to achieve or exceed our business strategic and annual financial objectives. To ensure alignment of compensation with our business objectives, our CEO and other executive officers establish specific quantitative and qualitative performance metrics for our business each fiscal year that are aligned with our strategic and annual business plan. These performance metrics as used for incentive bonus targets are then reviewed and approved by our Compensation Committee, generally at its regularly scheduled meeting in late February or early March of each year.

Each of our NEOs participates in the incentive bonus program. Bonuses for Mr. Dillon and Mr. DeMartino, as approved by the Compensation Committee under the incentive bonus program in February 2024, were based 50% on achievement of two financial objectives for 2024, FST revenue (weighted 75%) and adjusted EBITDA (weighted 25%), and 50% based on measurable strategic objectives. The Compensation Committee determined to weight the strategic objectives more heavily for Mr. Dillon and Mr. DeMartino to incentivize management efforts in furtherance of the Company’s strategic direction. The financial metrics were weighted more heavily toward FST revenue given the continued focus on growth of the FST market. The bonus for Mr. Richtsmeier was based 70% on achievement of FST revenue (weighted 75%) and adjusted EBITDA (weighted 25%) and 30% based on measurable strategic objectives. The incentive cash bonus that any particular executive is eligible to earn is established as a percentage of the individual’s base salary (“Target Bonus”). The Target Bonus percentages for 2024 for each of our NEOs were as follows: Mr. Dillon, 33%; Mr. DeMartino, 50%; and Mr. Richtsmeier, 40%. Bonuses to other eligible employees for 2024 were based 50% on achievement against measurable strategic objectives, 25% on total revenue and 25% on adjusted EBITDA for 2024.

The CEO provided input on individual performance for each of his direct reports and the Compensation Committee evaluated CEO performance, performance of the other NEOs and overall Company performance. As a result of performance with respect to the strategic and financial objectives, as set forth below, in February 2025, the Compensation Committee approved a payout of the following percentage of each NEO’s annual Target Bonus: Mr. Dillon and Mr. DeMartino, 16.7%; and Mr. Richtsmeier, 22.5%. Payouts for the NEOs were as follows: Mr. Dillon, $34,299; Mr. DeMartino, $33,962; and Mr. Richtsmeier, $31,236. Payouts for other eligible employees were at 50% of target, assuming achievement of the relevant strategic objectives. The tables below set forth the calculation of the Target Bonus payout percentages for the NEOs.

Mr. Dillon and Mr. DeMartino:

____________

(1)      Payout for performance between threshold and maximum is based on a sliding scale, with the payout factor increasing by 5% for each $275,000 of FST revenue.

(2)      Payout for performance between threshold and maximum is based on a sliding scale, with the payout factor increasing by 10% for each $100,000 of adjusted EBITDA between threshold and target and by 5% for each $100,000 of adjusted EBITDA between target and maximum.

Mr. Richtsmeier:

____________

(3)      Payout for performance between threshold and maximum is based on a sliding scale, with the payout factor increasing by 5% for each $275,000 of FST revenue.

(4)      Payout for performance between threshold and maximum is based on a sliding scale, with the payout factor increasing by 10% for each $100,000 of adjusted EBITDA between threshold and target and by 5% for each $100,000 of adjusted EBITDA between target and maximum.

Long-Term Incentive Awards:    The goal of our equity-based incentive awards is to align the interests of our executives with those of our stockholders and to provide executives with a long-term incentive to manage the Company from the perspective of an owner with an equity stake in the business. Because vesting of our stock-based awards is based on continued employment, our equity-based incentives also facilitate the retention of executives through the term of the awards. Generally, we believe that stock options can incentivize executives to drive long-term stockholder value because the value of stock options is tied to our future stock price performance — i.e., executives are able to profit from stock options only if our stock price increases in value over the stock option’s exercise price. Accordingly, the Compensation Committee has historically granted, and continued to grant in 2024, all NEOs stock option awards as an element of their compensation. In addition, we believe it is important that a significant portion of NEO compensation is tied to financial performance, and as a result the Compensation continued in 2024, as in 2023, to grant PSUs as the largest portion of the NEOs’ long-term incentive awards.

For 2024, the NEOs were awarded three types of long-term equity awards: (1) NQSOs, (2), RSUs and (3) PSUs. We believe these elements of long-term compensation for the NEOs provide alignment with stockholders’ interests and enhance our pay for performance objectives.

Annual grants of long-term incentive awards are approved by the Compensation Committee at its regularly scheduled meeting typically held in late February or early March. While the majority of equity awards to our employees are made under our annual grant program, the Compensation Committee may grant equity awards to employees at other times, including at the time of hire or promotion of an employee, to reward an employee, for retention purposes or in other circumstances as recommended by the CEO or the Compensation Committee. In determining the size of the long-term equity incentives to be awarded to employees, we take into consideration a number of factors including, but not limited to, relative job scope, individual performance level, prior contributions to the Company, the need to

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation earned by each of the NEOs in 2024 and 2023:

____________

(1)      Amounts reflect the aggregate of the grant date fair value of PSUs and RSUs calculated in accordance with FASB ASC Topic 718. These awards were granted under the Company’s 2014 Equity Incentive Plan, as amended and restated. For information on the valuation assumptions with respect to the PSUs and RSUs reported in this column, refer to the notes to the Company’s financial statements in the Annual Report on Form 10-K for each of the years ended December 31, 2024 and 2023, as filed with the SEC. Please see the “Outstanding Equity Awards at 2024 Fiscal Year-End” for a description of equity compensation awards. PSU awards made to the NEOs in 2024 were forfeited in February 2025, in each case upon a determination by the Compensation Committee that the performance conditions had not been satisfied. There were no additional forfeitures of stock awards by the NEOs during 2024.

The value on the grant date of the 2024 PSU awards based upon performance goal achievement at target and maximum would be as follows:

Mr. Dillon was named CEO on April 4, 2023. His 2023 awards include 6,400 RSUs granted on March 1, 2023 under the Company’s 2014 Equity Incentive Plan, as amended and restated, representing the equity portion of the annual retainer for Mr. Dillon’s service as non-employee director, as well as RSUs that were granted as compensation for his service as CEO.

(2)      Amounts reflect the grant date fair value of stock options, calculated in accordance with FASB ASC Topic 718. The option awards were granted under the Company’s 2014 Equity Incentive Plan, as amended and restated. For information on the valuation assumptions with respect to these awards, refer to the notes to the Company’s financial statements in the Form 10-K for each of the years ended December 31, 2024 and 2023, as filed with the SEC. Please see the “Outstanding Equity Awards at 2024 Fiscal Year-End” table for a description of option awards. In 2024, options held by Mr. Dillon to purchase 7,500 shares of the Company’s common stock expired unexercised on May 15, 2024, and options held by Mr. DeMartino to purchase 15,000 shares of the Company’s common stock expired unexercised on February 27, 2024. There were no other forfeitures of stock option awards by the NEOs during 2024.

(3)      Amounts represent incentive cash bonuses earned under the Company’s annual incentive cash bonus program.

(4)      For Mr. Dillon, the 2024 amount consists of Company contributions under the Company’s 401(k) Plan of $11,568, and life insurance premiums of $667, and the 2023 amount consists of Company contributions under the Company’s 401(k) Plan of $9,000, and life insurance premiums of $873.

(5)      For Mr. DeMartino, the 2024 amount consists of an automobile allowance of $12,000, Company contributions under the Company’s 401(k) Plan of $15,250, and life insurance and disability insurance premiums of $6,354, and the 2023 amount consists of an automobile allowance of $12,000, Company contributions under the Company’s 401(k) Plan of $9,150, and life insurance and disability insurance premiums of $4,496.

(6)      For Mr. Richtsmeier, the 2024 amount consists of Company contributions under the Company’s 401(k) Plan of $10,350 and life insurance and disability insurance premiums of $12,160, and the 2023 amount consists of Company contributions under the Company’s 401(k) Plan of $9,150 and life insurance and disability insurance premiums of $11,921.

(7)      Totals may not equal the sum of the individual items due to rounding.

Employment Agreements with Named Executive Officers

The Company is party to an employment agreement with Mr. Dillon (the “CEO Employment Agreement”), dated as of September 4, 2024 (the “Effective Date”), and an employment agreement with Steven A. DeMartino (the “CFO Employment Agreement”), dated as of the Effective Date. Each such employment agreement runs until the first anniversary of the Effective Date thereof and will automatically renew for successive one-year periods unless either party provides notice of non-renewal at least 90 days prior to the expiration of any such one-year period. The Company is also party to a severance agreement with Mr. Richtsmeier, providing for certain severance payments in the event of termination of Mr. Richtsmeier’s employment under certain circumstances, as more fully described below under the heading “Potential Payments upon a Termination or Change in Control — Employment and Severance Agreements — Mr. Richtsmeier.”

A description of each of the CEO Employment Agreement and the CFO Employment Agreement is set forth below.

CEO Employment Agreement

The CEO Employment Agreement replaced and superseded the letter agreement, dated April 24, 2023, between Mr. Dillon and the Company in connection with his initial appointment as interim Chief Executive Officer, but did not affect the Confidential Information and Intellectual Property Agreement, entered into as of April 24, 2023, between Mr. Dillon and the Company. The CEO Employment Agreement provides for the following terms:

•        Compensation.    Mr. Dillon is entitled to receive a base salary at an annualized rate of $618,000, subject to review and adjustment in the sole discretion of the Compensation Committee. Mr. Dillon is entitled to participate in the Company’s annual incentive cash bonus program, which bonus is targeted at a percentage of Mr. Dillon’s base salary based upon either Mr. Dillon’s or the Company’s attainment of one or more objective performance criteria to be established annually by the Compensation Committee. Mr. Dillon is also eligible to receive annual grants of long-term equity incentive compensation under the Company’s 2014 Equity Incentive Plan, as amended and restated (the “Plan”).

•        Termination Severance Payments.    Mr. Dillon is entitled to certain severance payments (other than in connection with a change in control) if his employment is terminated by the Company without “Cause” or if he terminates his employment for “Good Reason” (each as defined in the CEO Employment Agreement). The terms of Mr. Dillon’s severance in the event of a termination other than in connection with a change in control, including the definitions of “Cause” and “Good Reason,” are described below under the heading “Potential Payments upon a Termination or Change in Control — Employment and Severance Agreements — Mr. Dillon.”

•        Change-in-Control Severance Payments.    Mr. Dillon is also entitled to certain severance payments if his employment terminates as a result of termination by the Company without Cause or as a result of his resignation for Good Reason, in either case occurring within six months prior to or 12 months after a change in control. The terms of Mr. Dillon’s severance payments resulting from a termination occurring in connection with a change in control are described below under the heading “Potential Payments upon a Termination or Change in Control — Employment and Severance Agreements — Mr. Dillon.”

•        Death or Disability.    In addition to receiving accrued salary and benefits, if Mr. Dillon’s employment terminates as a result of death or disability, the Company has agreed to provide Mr. Dillon a pro-rated portion of his annual bonus based on the amount of time Mr. Dillon was employed by the Company during the fiscal year to which the annual bonus relates. In the event of disability, any pro-rated annual bonus payment is subject to Mr. Dillon’s execution (or execution by Mr. Dillon’s estate) of a release of claims in the Company’s favor.

•        Restrictive Covenants.    The CEO Employment Agreement includes a non-disparagement provision but otherwise did not affect the restrictive covenants already contained in Mr. Dillon’s Confidential Information and Intellectual Property Agreement with the Company, entered into on April 24, 2023, which contains customary restrictive covenants, including confidentiality and intellectual property assignment covenants, and covenants not to compete or solicit customers or employees of the Company for one year following termination.

CFO Employment Agreement

The CFO Employment Agreement replaced and superseded the Severance Agreement, dated as of June 1, 2004, between the Company and Mr. DeMartino, as amended by amendments dated December 23, 2008 and April 29, 2021. The CFO Employment Agreement provides for the following terms:

•        Compensation.    Mr. DeMartino is entitled to receive a base salary at an annualized rate of $407,958, subject to review and adjustment in the sole discretion of the Compensation Committee. Mr. DeMartino is entitled to participate in the Company’s annual incentive cash bonus program, which bonus is targeted at a percentage of Mr. DeMartino’s base salary based upon either Mr. DeMartino’s or the Company’s attainment of one or more objective performance criteria to be established annually by the Compensation Committee. Mr. DeMartino is also eligible to receive annual grants of long-term equity incentive compensation under the Plan.

•        As a partial inducement for entering into the CFO Employment Agreement, upon execution of the CFO Employment Agreement, Mr. DeMartino received a one-time grant of 100,000 RSUs in accordance with the Plan. Such RSUs had a grant date fair value of $414,000 as calculated under a Black-Scholes valuation model, and vest in eight equal quarterly increments over two years following September 4, 2024, the date such RSUs were granted.

•        Termination Severance Payments.    Mr. DeMartino is entitled to certain severance payments (other than in connection with a change in control) if his employment is terminated by the Company without “Cause” or if he terminates his employment for “Good Reason” (each as defined in the CFO Employment Agreement). The terms of Mr. DeMartino’s severance in the event of a termination other than in connection with a change in control, including the definitions of “Cause” and “Good Reason,” are described below under the heading “Potential Payments upon a Termination or Change in Control — Employment and Severance Agreements — Mr. DeMartino.”

•        Change-in-Control Severance Payments.    Mr. DeMartino is also entitled to certain severance payments if his employment terminates as a result of termination by the Company without Cause or as a result of Mr. DeMartino’s resignation for Good Reason, in either case occurring within six months prior to or 18 months after a change in control. The terms of Mr. DeMartino’s severance payments resulting from a termination occurring in connection with a change in control are described below under the heading “Potential Payments upon a Termination or Change in Control — Employment and Severance Agreements — Mr. DeMartino.”

•        Death or Disability.    Mr. DeMartino is entitled to receive accrued salary and benefits up until the date of termination in the event Mr. DeMartino’s employment terminates due to death or disability.

•        Restrictive Covenants.    The CFO Employment Agreement also contains certain customary restrictive covenants, including confidentiality and nondisclosure covenants, and covenants not to compete or solicit customers or employees of the Company for one year following termination.

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

The following table shows outstanding equity awards for the NEOs as of December 31, 2024:

____________

(1)      The option awards reflected in this table vest over four years, 25% on each anniversary of the date of grant.

(2)      Except as otherwise noted in Note (6) below, the RSUs shown in this table vest over four years, 25% on each anniversary of the date of grant. See Note (5) below for the vesting schedule of the PSUs shown in this table.

(3)      The market value of RSUs and PSUs is calculated by multiplying the number of unvested units by the closing price of $4.09 per share of our common stock on December 31, 2024, which was the last trading day of the year.

(4)      Mr. Dillon served as a non-employee director until his appointment as CEO on April 4, 2023. Awards with grant dates prior to such date were granted as compensation for Mr. Dillon’s service as director.

(5)      The number of shares shown for the PSUs granted on March 1, 2023 is based on actual achievement of the performance metrics for the year ended December 31, 2023. For the FST revenue metric, the Company achieved 90.6% of the target, resulting in an 81.2% payout. For the adjusted EBITDA metric, the Company achieved 136.5% of the target, resulting in the maximum 150% payout. Weighting both of these equally at 50%, the resulting payout was 115.6%. The PSUs granted on March 1, 2023 vest in three equal installments on March 1, 2024, March 1, 2025 and March 1, 2026. PSUs granted on February 29, 2024 are not shown in the table because the threshold 2024 performance metric was not achieved and such awards were forfeited in February 2025. Likewise, PSUs granted on March 2, 2022 are not shown in the table because the threshold 2022 performance metric was not achieved and such awards were forfeited in March 2023.

(6)      RSUs granted to Mr. DeMartino on September 4, 2024 vest in eight equal quarterly installments over two years from the date of grant.

POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL

The Company is a party to certain agreements and maintains certain plans that may require payments be made, and/or benefits to be provided, to the NEOs: in the event that (i) an NEO’s employment is terminated other than for Cause or the NEO resigns for Good Reason, as defined in the applicable agreement and discussed below (a “Termination Event”), (ii) a Change in Control (as defined by the applicable agreement or plan) occurs (a “Change in Control Event”) or (iii) a Termination Event occurs or a NEO resigns for certain specified reasons within a specified period before or after a Change-in-Control Event (a “Change in Control and Termination Event”). The payments and benefits that each NEO may be entitled to receive upon a Termination Event, Change in Control Event or a Change in Control and Termination Event are described in the NEO’s employment agreement or severance agreement and the 2014 Equity Incentive Plan, as amended and restated, as applicable. None of the agreements for our NEOs include a gross up for excise tax as a result of golden parachute payments. Below is a description of the types of events that would trigger payments under these agreements and plan, and the potential payments to each such NEO assuming that a triggering event occurred on December 31, 2024, the last day of our most recent fiscal year.

Employment and Severance Agreements

Mr. Dillon

Effect of a Termination Event.    The CEO Employment Agreement provides that, in the event Mr. Dillon’s employment is terminated by the Company without Cause or Mr. Dillon resigns for Good Reason, the Company is required to provide, in addition to a payment of accrued salary and benefits, severance payments consisting of the following: (i) his then current base salary for a period of 12 months; (ii) his annual cash bonus, if any, for the year prior to the termination, to the extent earned and unpaid; (iii) reimbursement (on an after-tax basis) of all of his premiums under the Company’s group health plan for continuing his health care coverage for a period ending on the earlier of the date that is 12 months after the date of termination or the date on which he becomes eligible to be covered by the health care plan of another employer; and (iv) his target annual bonus for the year of termination, pro-rated for the portion of the fiscal year occurring prior to termination, payable in equal installments over a period of one year. Mr. Dillon’s receipt of these severance payments is contingent upon his executing a release of claims in the Company’s favor. The treatment of any outstanding equity awards upon Mr. Dillon’s termination of employment by the Company without Cause or by Mr. Dillon for Good Reason will be in accordance with the Plan and applicable award agreements under the Plan.

The CEO Employment Agreement further provides that, in the event Mr. Dillon’s employment terminates due to death or disability, in addition to receiving accrued salary and benefits, the Company has agreed to provide Mr. Dillon a pro-rated portion of his annual bonus based on the amount of time for which he was employed by the Company during the fiscal year to which the annual bonus relates. In the event of disability, any pro-rated annual bonus payment is subject to Mr. Dillon’s execution (or execution by Mr. Dillon’s estate) of a release of claims in the Company’s favor.

Effect of a Change in Control and Termination Event.    The CEO Employment Agreement provides that, if Mr. Dillon’s employment is terminated by the Company without Cause or Mr. Dillon resigns for Good Reason, in either case occurring within six months prior to or 12 months after a change in control (a “CEO Terminating Event”), the Company is required to provide Mr. Dillon an aggregate severance package consisting of the following: (i) 24 months of his then current base salary payable in equal installments over the course of 24 months; (ii) his annual cash bonus, if any, for the year prior to the year of termination, to the extent earned and unpaid; (iii) an aggregate amount equal to two times his target annual cash bonus payable in equal installments over the course of 24 months; and (iv) reimbursement (on an after-tax basis) of all of his premiums under the Company’s group health plan for continuing his health care coverage commencing on the date of such termination and ending on the earlier of the date that is 18 months after the date of termination or the date on which he becomes eligible to be covered by the health care plan of another employer. Mr. Dillon’s receipt of these severance payments is contingent upon his executing a release of claims in the Company’s favor. The treatment of any outstanding equity award if Mr. Dillon’s employment terminates as a result of a CEO Terminating Event shall be in accordance with the terms of the Plan and applicable award agreements under the Plan.

Definitions.    The CEO Employment Agreement defines “Cause” to mean the occurrence of any one or more of the following as determined in the Board’s discretion: (1) any action or inaction by Mr. Dillon that constitutes larceny, fraud, gross negligence; (2) a willful or negligent misrepresentation by Mr. Dillon to the Board or officers of the Company or their successors or assigns; (3) commission or conviction of or a plea of guilty or no contest by

Mr. Dillon to any felony offense, or any misdemeanor offense that adversely affects Mr. Dillon’s ability to carry out his obligations under the CEO Employment Agreement, during the Mr. Dillon’s employment with the Company; (4) the refusal of Mr. Dillon to follow the reasonable and lawful written instructions of the Board with respect to the services to be rendered or the manner of rendering such services by the CEO, provided such refusal is material and that Mr. Dillon has been given reasonable written notice of the violation of this subsection and at least twenty (20) days to cure and no cure has been effected within such time period; (5) any material violation by Mr. Dillon of any laws or regulations to which the Company and/or the Mr. Dillon are subject, in each case which, in the reasonable judgment of the Board, is likely to result in, or actually results in material loss, damage or injury to the Company; (6) a material breach by Mr. Dillon of any his obligations under the Confidential Information and Intellectual Property Agreement entered into as of April 24, 2023, by and between the Company and Mr. Dillon (the “CEO CIIP Agreement”), or material violation by Mr. Dillon of the Company’s Code of Conduct; or (7) a breach of fiduciary duty or willful misconduct by Mr. Dillon with respect to the Company.

The CEO Employment Agreement defines “Good Reason” to mean, without Mr. Dillon’s consent: (1) removal of Mr. Dillon from the CEO position resulting in a material diminution of responsibilities; (2) a material decrease in the base salary payable by the Company to Mr. Dillon except for across-the-board salary reductions similarly affecting all management personnel of the Company; and (3) notice by the Company that the CEO Employment Agreement will not be renewed at the end of any one-year term.

Mr. DeMartino

Effect of a Termination Event.    The CFO Employment Agreement provides that, in the event Mr. DeMartino’s employment is terminated by the Company without Cause or Mr. DeMartino resigns for Good Reason, the Company is required to provide, in addition to a payment of accrued salary and benefits, severance payments consisting of the following: (i) his then current base salary for a period of 12 months; (ii) reimbursement (on an after-tax basis) of all of his premiums under the Company’s group health plan for continuing his health care coverage for a period ending on the earlier of the date that is 12 months after the date of termination or the date on which he becomes eligible to be covered by the health care plan of another employer; (iii) payment of his annual cash bonus, if any, for the year prior to the year of termination, to the extent earned and unpaid; (iv) payment of his target annual bonus for the year of termination, pro-rated for the portion of the fiscal year occurring prior to termination, payable in equal installments over one year; and (v) reimbursement of all of his premiums for supplemental long-term disability and life insurance in place as of the date of termination for a period of 12 months. Mr. DeMartino’s receipt of these severance payments is contingent upon his executing a release of claims in the Company’s favor. The treatment of any outstanding equity awards upon Mr. DeMartino’s termination of employment by the Company without Cause or by Mr. DeMartino for Good Reason will be in accordance with the Plan and applicable award agreements under the Plan.

The CFO Employment Agreement further provides that, in the event Mr. DeMartino’s employment terminates due to death or disability, Mr. DeMartino is entitled to receive accrued salary and benefits up until the date of termination.

Effect of a Change in Control and Termination Event.    The CFO Employment Agreement provides that, if Mr. DeMartino’s employment is terminated by the Company without Cause or as a result of Mr. DeMartino’s resignation for Good Reason, in either case occurring within six months prior to or 18 months after a change in control (a “CFO Terminating Event”), the Company is required to provide Mr. DeMartino with an aggregate severance package consisting of the following: (i) two years of his then current base salary payable in equal installments over the course of two years; (ii) payment of his annual cash bonus, if any, for the year prior to the year of termination, to the extent earned and unpaid; (iii) an aggregate amount equal to two times his target annual cash bonus payable in equal installments over the course of two years; (iv) reimbursement (on an after-tax basis) of all of his premiums under the Company’s group health plan for continuing his health care coverage commencing on the date of such termination and ending on the earlier of the date that is 18 months after the date of termination or the date on which he becomes eligible to be covered by the health care plan of another employer (the “COBRA Reimbursement”); (v) payment of a monthly amount equal to the monthly COBRA Reimbursement amount for a period of six months after the date the COBRA Reimbursement ends and provided that he is not eligible to be covered by the health care plan of another employer during this six-month period; and (vi) reimbursement of all of his premiums for supplemental long-term disability and life insurance in place as of the date of termination for a period of 12 months. Mr. DeMartino’s receipt of the severance payments described above is contingent upon his executing a release of any and all claims in the Company’s favor. The treatment of any outstanding equity award if Mr. DeMartino’s employment terminates as a result of a CFO Terminating Event shall be in accordance with the terms of the Plan and applicable award agreements under the Plan.

Definitions.    The CFO Employment Agreement defines “Cause” to mean the occurrence of any one or more of the following as determined in the Board’s discretion: (1) any action or inaction by Mr. DeMartino that constitutes larceny, fraud, gross negligence; (2) a willful or negligent misrepresentation by Mr. DeMartino to the Board or officers of the Company or their successors or assigns; (3) commission or conviction of or a plea of guilty or no contest by Mr. DeMartino to any felony offense, or any misdemeanor offense that adversely affects Mr. DeMartino’s ability to carry out his obligations under the CFO Employment Agreement, during the Mr. DeMartino’s employment with the Company; (4) the refusal of Mr. DeMartino to follow the reasonable and lawful written instructions of the Board with respect to the services to be rendered or the manner of rendering such services by Mr. DeMartino, provided such refusal is material and that Mr. DeMartino has been given reasonable written notice of the violation of this subsection and at least twenty (20) days to cure and no cure has been effected within such time period; (5) any material violation by Mr. DeMartino of any laws or regulations to which the Company and/or Mr. DeMartino are subject, in each case which, in the reasonable judgment of the Board, is likely to result in, or actually results in material loss, damage or injury to the Company; (6) material breach by Mr. DeMartino of any his restrictive covenants, confidentiality and nondisclosure covenants, and non-solicitation covenants under the CFO Employment Agreement or material violation by the CFO of the Company’s Code of Conduct; or (7) a breach of fiduciary duty or willful misconduct by the CFO with respect to the Company.

The CFO Employment Agreement defines “Good Reason” to mean, without Mr. DeMartino’s consent: (1) removal of Mr. DeMartino from either the President or the CFO positions; (2) a material decrease in the base salary payable by the Company to Mr. DeMartino except for across-the-board salary reductions similarly affecting all management personnel of the Company; (3) the relocation of the Company’s facility at which the Mr. DeMartino is currently employed by more than 50 miles from its current location (unless such new location is closer than such facility to the Mr. DeMartino’s then residence); (4) notice by the Company of that the CFO Employment Agreement will not be renewed at the end of any one-year term; (5) a material reduction in the nature or scope of the Mr. DeMartino’s responsibilities, authorities, powers, functions or duties; or (6) the elimination or material reduction of the Mr. DeMartino’s participation in the Company’s long-term incentive plan or a reduction of Mr. DeMartino’s target bonus, without offer of a comparable replacement benefit.

Mr. Richtsmeier

Effect of a Termination Event.    Under the terms of a severance agreement between the Company and Brent Richtsmeier, dated January 1, 2021 (the “CTO Severance Agreement”), if the Company were to terminate the employment of Mr. Richtsmeier without Cause (other than a termination within 12 months of a Change in Control, as described below), Mr. Richtsmeier would be entitled to continue to receive, for six months following the date of termination (i) payment on the first business day of each month of one twelfth of his annual base salary, (ii) a pro rata portion of his annual target bonus for the year of termination, payable in installments on the first day of each month, and (iii) group medical and dental benefits, subject to any employee contribution applicable to Mr. Richtsmeier on the date of termination.

Effect of a Change in Control and Termination Event.    If a Change in Control were to occur, and Mr. Richtsmeier’s employment were terminated other than for Cause, or if he were to resign following a significant reduction in the nature or scope of his responsibilities or authorities, a decrease in salary other than resulting from a reduction that applies generally to all management personnel, or a relocation of Mr. Richtsmeier’s principal place of employment by more than 50 miles (described below as a resignation for “Good Reason”), within 12 months after the Change in Control, Mr. Richtsmeier would be entitled to continue to receive, for a period of one year from the date of termination, (i) his annual base salary, payable in installments on the first business day of each month, (ii) his annual target bonus, payable in installments on the first business day of each month, and (iii) group medical and dental benefits, subject to any employee contribution applicable to Mr. Richtsmeier on the date of termination. In addition, all stock options granted to Mr. Richtsmeier would immediately vest.

Definitions.    The CTO Severance Agreement generally defines Cause as a termination for the following reasons: (i) action or inaction by Mr. Richtsmeier that constitutes larceny, fraud, gross negligence, a willful or negligent misrepresentation to the Board or officers of the Company or a commission of a crime of moral turpitude; (ii) material, repetitive, unjustified and unexcused refusal to follow the reasonable and lawful written instruction of the Board or the Company’s CEO; or (iii) death or disability. A Change in Control is generally defined in the agreement to include (i) a merger of the Company with another company where the majority of the board of directors of the surviving company is not comprised of directors of the Company in office immediately prior to the transaction, (ii) a change in

the Board of the Company such that, after an election, a majority of the directors in office are not directors that were nominated by two-thirds of the Board prior to the election or (iii) a complete liquidation of the Company. Receipt of the severance benefits described below is conditioned on execution by Mr. Richtsmeier of a release of claims in favor of the Company.

Equity Plans

2014 Equity Incentive Plan.    The terms of the Company’s 2014 Equity Incentive Plan, as amended and restated, provide that all awards issued under the plan would accelerate and either become exercisable or vest, as applicable, immediately prior to any of the following: (i) a reorganization, merger, consolidation or similar transaction in which the surviving corporation is not the Company or a publicly owned corporation (or a subsidiary thereof) in which the stockholders of the Company immediately prior to the transaction continue to beneficially own 50% or more of the voting securities of the Company, (ii) a sale, exchange or other disposition of all or substantially all of the Company’s assets, or (iii) any acquisition of 50% or more of the voting securities of the Company excluding acquisitions by specified parties. Upon the occurrence of some of the foregoing Change in Control events, stock or other property to be delivered upon acceleration of any award may be placed in escrow, rather than actually delivered, under terms set by the Compensation Committee. In the event of a dissolution or liquidation of the Company, prior to such transaction, under the 2014 Equity Incentive Plan, as amended and restated, the plan administrator may, but is not required to, accelerate and make exercisable any award requiring exercise and/or accelerate the delivery of shares remaining deliverable under any outstanding RSUs, PSUs or other stock unit awards.

Payments upon a Change in Control

The following table summarizes acceleration of awards that would have occurred if a Change in Control had occurred on December 31, 2024 that triggered acceleration of all of the equity awards outstanding to each NEO under the 2014 Equity Incentive Plan, as amended and restated, that accelerate either by their terms or the terms of the plan.

____________

(1)      Accelerated RSUs (including PSUs for which the performance period was complete) were valued using the closing price of $4.09 per share of our common stock on December 31, 2024, which was the last trading day of the year. Upon a Change in Control, performance-based awards for which the performance period has not been completed vest at target.

(2)      Accelerated stock options were valued using the spread between the exercise price of the applicable award and the closing price of $4.09 per share of our common stock on December 31, 2024, which was the last trading day of the year, with underwater options valued at $0.

Payments upon a Termination Event

The following table summarizes the potential payments to each NEO, over the course of the applicable time period for which such payments would be owed, assuming that a termination without Cause or, for Mr. Dillon and Mr. DeMartino, a resignation for Good Reason occurred on December 31, 2024, the last day of the Company’s fiscal year.

____________

(1)      Benefits were valued using the same assumptions that the Company uses for our financial reporting under generally accepted accounting principles, with the exception that the Company’s cost of medical premiums is included here.

Payments upon a Change in Control and Termination Event

The following table summarizes the potential payments to each NEO, over the course of the applicable time period for which such payments would be owed, assuming that a Change-in-Control and a termination without Cause or a resignation by the NEO for Good Reason occurred on December 31, 2024, the last day of the Company’s fiscal year.

____________

(1)      Benefits were valued using the same assumptions that the Company uses for our financial reporting under generally accepted accounting principles, with the exception that the Company’s cost of medical premiums is included here.

(2)      Accelerated stock options were valued using the spread between the exercise price of the applicable award and the closing price of $4.09 per share of our common stock on December 31, 2024, which was the last trading day of the year, with underwater options valued at $0.

(3)      Accelerated RSUs (including PSUs for which the performance period was complete) were valued using the closing price of $4.09 per share of our common stock on December 31, 2024, which was the last trading day of the year. Upon a Change in Control, performance-based awards for which the performance period has not yet been completed vest at target.

Non-Competition, Non-Solicitation and Confidentiality Provisions

Pursuant to the CEO CIIP Agreement, Mr. Dillon agrees that for one year following termination of his employment, that he will not directly or indirectly engage in any business or activity which is competitive with the business of the Company in any part of the world in which the Company is at the time of his termination engaged in selling its products directly or indirectly. Further, during this period, Mr. Dillon agrees not to attempt to solicit any employees of the Company or encourage them to leave the Company, not to solicit, call on, service or enter into an agreement with any of the Company’s customers, and not to encourage any of the Company’s suppliers, business partners or vendors with whom he has had contact in the previous 12 months to terminate or diminish their relationships with the Company. The CEO CIIP Agreement also contains provisions governing the treatment, storage and use of confidential information.

The CFO Employment Agreement and the CTO Severance Agreement contain similar provisions, except that the non-competition and non-solicitation provisions in the CTO Severance Agreement apply for six months following the occurrence of a Termination Event and for one year following the occurrence of a Change in Control and Termination Event.

____________

DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

The following table sets forth information concerning the compensation of directors for fiscal year 2024:

____________

(1)      Mr. Dillon, our CEO, is not included in this table because he is an employee of the Company and receives no additional compensation for his service as a director. The compensation received by Mr. Dillon as an employee is shown in the Summary Compensation Table.

(2)      On February 29, 2024, Ms. Dunning, Mr. Friedberg, Mr. Friedman, Mr. Hilario and Ms. Olinger were each awarded 6,700 RSUs granted under the Company’s 2014 Equity Incentive Plan, as amended and restated, which were unvested as of December 31, 2024. The RSUs vest at the rate of 25% per year beginning on the first anniversary of the date of grant. The amounts shown represent the grant date fair value of the RSUs granted in 2023 calculated in accordance with Compensation — Stock Compensation Topic of FASB ASC 718.

For 2024, each non-employee director of the Company received a retainer of $10,000 in each quarter of 2024 as compensation for services rendered, paid at the start of each quarter. Ms. Olinger received an additional annual cash retainer of $25,000 for her service as Chair of the Board. Directors are also reimbursed for reasonable expenses incurred in attending meetings. The Company does not separately compensate directors for service on any Committee of the Board.

Each non-employee director receives total equity compensation of approximately $45,000 awarded through RSUs that will convert to common stock on a one-to-one basis and vest 25% per year over four years. The Compensation Committee believes that the equity component of the Board’s compensation aligns the Board with the Company’s stockholders and long-term performance growth and is comparable to the compensation of directors of other similar-sized public companies. The number of RSUs awarded is calculated based on the closing share price on the day of grant. In 2024, each non-employee director received a grant of 6,700 RSUs, pursuant to the terms of the Company’s 2014 Equity Incentive Plan, as amended and restated. The RSU awards vest at the rate of 25% per year beginning on the first anniversary of the date of grant.

STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

Stockholders of the Company are entitled to present proposals for consideration at forthcoming stockholder meetings provided that they comply with applicable rules promulgated by the SEC and the By-Laws. Proposals that are eligible under applicable SEC rules to be included in next year’s proxy materials must be received by the Secretary of the Company at the principal executive offices of the Company on or before December 16, 2025 (except that if the 2026 Annual Meeting is changed by more than 30 days from the anniversary of the 2025 Annual Meeting, then the deadline is a reasonable time before the Company begins to print and send the proxy materials). Under the By-Laws, other business proposals that a stockholder wishes to have considered at the 2026 Annual Meeting, but which are not included in the Company’s proxy materials (with such proposals being referred to as “floor proposals”), may be made by a stockholder entitled to vote who has delivered a notice to the Secretary of the Company no later than February 14, 2026 and not earlier than January 15, 2026. Such notice must contain the information required in the By-Laws.

All stockholder proposals and notices of nomination (described below) should be addressed to TransAct Technologies Incorporated, One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, CT 06518, Attention: Secretary. A proxy granted by a stockholder will give discretionary authority to the proxies named therein to vote on any floor proposals if properly brought before the meeting and subject to applicable SEC rules.