Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-10-02

ReposiTrak (TRAK)

CEO Randall Fields was paid $1,940,724 in fiscal year 2026, ↑ up 4.7% from fiscal year 2025 (SEC filing 0001437749-26-031870 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,940,724 ↑
Randall Fields total, FY2026
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
99.36%
Say-on-pay support, latest vote

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TRAK's next annual pay disclosure, estimated October 2, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Randall Fields$1,205,445$500,000$0$0$0$0$235,279$1,940,724
Chief Executive Officer and Chairman of the Board
John Merrill275,000137,50048,2000000460,700
Chief Financial Officer
Edward Clissold225,000000000225,000
General Counsel and Corporate Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
Randall Fields$1,940,724$1,853,310$1,759,811↑ +87,414
John Merrill460,700460,700460,700↑ +0
Edward Clissold225,000225,000225,000↑ +0

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against TRAK
2 companies name TRAK as a compensation peer

The list of companies that name TRAK as a peer is temporarily unavailable — recheck shortly.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2026 total
Edward ClissoldGeneral Counsel$225,000
Randall FieldsCEO$1,940,724
John MerrillCFO$460,700
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2026 total
Peter J. LarkinIndependent Director$75,000
Robert W. AllenIndependent Director$75,000
Ronald C. HodgeIndependent Director$75,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2026

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Randall FieldsRSU776,744—$6,990,696
John MerrillRSU10,000—90,000
05

Incentive-plan design — the Compensation Discussion & Analysis

We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with “compensation actually paid,” as calculated in accordance with Item 402(v) of Regulation S-K, for a particular fiscal year.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingFalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-11-199,385,68560,891127,04499.36%Passed
20252025-11-199,385,68560,891127,04499.36%Passed
20222022-11-1714,104,352530,01116,62996.38%Passed
20192019-11-118,111,58140,92021,26599.5%Passed
20162016-10-2613,004,675734,94113,95994.65%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-11-1999.36%a
20252025-11-1999.36%b
20222022-11-1796.38%c

a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on this Proposal No.”.

b. Voting standard not stated in the filing.

c. Approved under the standard stated in the filing — “If you do not give your broker or nominee specific instructions regarding such matters, your proxy will be deemed a "broker non-vote." Under Nevada law, abstentions and broker non-votes are not counted as votes cast on an item and therefore will not affect the outcome of any proposal presented in this proxy statement, although they are counted for purposes of determining whether there is a quorum present at the Annual Meeting.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Peter J. LarkinIndependent · Audit · Nominating and Corporate Governance (Chair)$75,000$0———$75,000
Ronald C. HodgeIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance75,0000———75,000
Robert W. AllenIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance75,0000———75,000
James R. GillisIndependent · Audit · Compensation · Partial-year service · Newly elected18,7500———18,750
Randall K. FieldsEmployee director · Board Chair—————0
09

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2026
Cash retainers and fees$243,750
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$243,750

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1ReposiTrak2026Randall Fields$1,205,445$0$0$0$1,940,724

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at ReposiTrak in fiscal 2026?
As disclosed, Randall Fields (Chief Executive Officer and Chairman of the Board) was the highest-paid executive at ReposiTrak in fiscal 2026, with total compensation of $1,940,724.
How did shareholders vote on ReposiTrak's executive compensation?
As disclosed, 99.36% of shareholders supported ReposiTrak's executive compensation in the latest say-on-pay vote.
How much does ReposiTrak spend in total on board compensation for fiscal 2026?
As disclosed, ReposiTrak reported total board compensation of $243,750 for fiscal 2026.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Randall FieldsDEF 14A2026-10-020001437749-26-031870Section “Executive Compensation”. As printed: 1,940,724. Filing ↗machine: r1 · c21 · span 140529–140538
2Section 01, John MerrillDEF 14A2026-10-020001437749-26-031870Section “Executive Compensation”. As printed: 460,700. Filing ↗machine: r4 · c21 · span 150235–150242
3Section 01, Edward ClissoldDEF 14A2026-10-020001437749-26-031870Section “Executive Compensation”. As printed: 225,000. Filing ↗machine: r7 · c21 · span 157683–157690
4Section 07, pay ratio10-K2025-09-290001437749-25-030050Section “CEO Pay Ratio”. As printed: —. Filing ↗
5Section 08, Peter J. LarkinDEF 14A2026-10-020001437749-26-031870Section “Director Compensation”. As printed: 75,000. Filing ↗machine: span 90880–90886
6Section 08, Ronald C. HodgeDEF 14A2026-10-020001437749-26-031870Section “Director Compensation”. As printed: 75,000. Filing ↗machine: span 88961–88967
7Section 08, Robert W. AllenDEF 14A2026-10-020001437749-26-031870Section “Director Compensation”. As printed: 75,000. Filing ↗machine: span 85057–85063
8Section 08, James R. GillisDEF 14A2026-10-020001437749-26-031870Section “Director Compensation”. As printed: 18,750. Filing ↗machine: span 87042–87048
9Section 08, Randall K. FieldsDEF 14A2026-10-020001437749-26-031870Section “Director Compensation”. As printed: 0. Filing ↗
10Section 06, 2025 voteForm 8-K2025-11-200001437749-25-035832Item 5.07 · say-on-pay result. As reported: 99.36% (votes for as printed: 127,044). Filing ↗machine: span 3954–3961
11Section 06, 2025 voteForm 8-K2025-11-200001437749-25-035832Item 5.07 · say-on-pay result. As reported: 99.36% (votes for as printed: 127,044). Filing ↗machine: span 3954–3961
12Section 06, 2022 voteForm 8-K2022-11-170001851734-22-000689Item 5.07 · say-on-pay result. As reported: 96.38% (votes for as printed: 14,104,352). Filing ↗machine: span 27891–31403
13Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
14Section 09b board cost (computed)Computed——Cash 243,750 + equity 0 + all other 0 = 243,750, summed across the director compensation table rows.machine: formula: Σ = 243,750
15ReposiTrak (subject), Section 10b CEO totalDEF 14A2026-10-020001437749-26-031870CEO total compensation as printed in ReposiTrak's own proxy. As printed: 1,940,724. Filing ↗machine: r1 · c21 · span 140529–140538

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