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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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| 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 Merrill | 275,000 | 137,500 | 48,200 | 0 | 0 | 0 | 0 | 460,700 |
| Chief Financial Officer | ||||||||
| Edward Clissold | 225,000 | 0 | 0 | 0 | 0 | 0 | 0 | 225,000 |
| 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.
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Randall Fields | $1,940,724 | $1,853,310 | $1,759,811 | ↑ +87,414 |
| John Merrill | 460,700 | 460,700 | 460,700 | ↑ +0 |
| Edward Clissold | 225,000 | 225,000 | 225,000 | ↑ +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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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.
| Executive | Role | FY2026 total |
|---|---|---|
| Edward Clissold | General Counsel | $225,000 |
| Randall Fields | CEO | $1,940,724 |
| John Merrill | CFO | $460,700 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2026 total |
|---|---|---|
| Peter J. Larkin | Independent Director | $75,000 |
| Robert W. Allen | Independent Director | $75,000 |
| Ronald C. Hodge | Independent Director | $75,000 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Randall Fields | RSU | 776,744 | — | $6,990,696 |
| John Merrill | RSU | 10,000 | — | 90,000 |
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 policy | True |
| Anti-hedging | True |
| Anti-pledging | False |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-11-19 | 9,385,685 | 60,891 | 127,044 | 99.36% | Passed |
| 2025 | 2025-11-19 | 9,385,685 | 60,891 | 127,044 | 99.36% | Passed |
| 2022 | 2022-11-17 | 14,104,352 | 530,011 | 16,629 | 96.38% | Passed |
| 2019 | 2019-11-11 | 8,111,581 | 40,920 | 21,265 | 99.5% | Passed |
| 2016 | 2016-10-26 | 13,004,675 | 734,941 | 13,959 | 94.65% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-11-19 | 99.36%a |
| 2025 | 2025-11-19 | 99.36%b |
| 2022 | 2022-11-17 | 96.38%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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Peter J. LarkinIndependent · Audit · Nominating and Corporate Governance (Chair) | $75,000 | $0 | — | — | — | $75,000 |
| Ronald C. HodgeIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance | 75,000 | 0 | — | — | — | 75,000 |
| Robert W. AllenIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance | 75,000 | 0 | — | — | — | 75,000 |
| James R. GillisIndependent · Audit · Compensation · Partial-year service · Newly elected | 18,750 | 0 | — | — | — | 18,750 |
| Randall K. FieldsEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $75,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2026 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | ReposiTrak | 2026 | Randall 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Randall Fields | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Executive Compensation”. As printed: 1,940,724. Filing ↗machine: r1 · c21 · span 140529–140538 |
| 2 | Section 01, John Merrill | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Executive Compensation”. As printed: 460,700. Filing ↗machine: r4 · c21 · span 150235–150242 |
| 3 | Section 01, Edward Clissold | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Executive Compensation”. As printed: 225,000. Filing ↗machine: r7 · c21 · span 157683–157690 |
| 4 | Section 07, pay ratio | 10-K | 2025-09-29 | 0001437749-25-030050 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Peter J. Larkin | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Director Compensation”. As printed: 75,000. Filing ↗machine: span 90880–90886 |
| 6 | Section 08, Ronald C. Hodge | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Director Compensation”. As printed: 75,000. Filing ↗machine: span 88961–88967 |
| 7 | Section 08, Robert W. Allen | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Director Compensation”. As printed: 75,000. Filing ↗machine: span 85057–85063 |
| 8 | Section 08, James R. Gillis | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Director Compensation”. As printed: 18,750. Filing ↗machine: span 87042–87048 |
| 9 | Section 08, Randall K. Fields | DEF 14A | 2026-10-02 | 0001437749-26-031870 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 06, 2025 vote | Form 8-K | 2025-11-20 | 0001437749-25-035832 | Item 5.07 · say-on-pay result. As reported: 99.36% (votes for as printed: 127,044). Filing ↗machine: span 3954–3961 |
| 11 | Section 06, 2025 vote | Form 8-K | 2025-11-20 | 0001437749-25-035832 | Item 5.07 · say-on-pay result. As reported: 99.36% (votes for as printed: 127,044). Filing ↗machine: span 3954–3961 |
| 12 | Section 06, 2022 vote | Form 8-K | 2022-11-17 | 0001851734-22-000689 | Item 5.07 · say-on-pay result. As reported: 96.38% (votes for as printed: 14,104,352). Filing ↗machine: span 27891–31403 |
| 13 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 14 | Section 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 |
| 15 | ReposiTrak (subject), Section 10b CEO total | DEF 14A | 2026-10-02 | 0001437749-26-031870 | CEO 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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