Companies ReposiTrak, Inc.
ReposiTrak (TRAK): executive pay, fiscal 2026
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CEO pay, last three years
- $1,759,811FY2024
- $1,853,310FY2025
- $1,940,724FY2026
CEO total pay was $1,940,724 in fiscal 2026, up from $1,853,310 in fiscal 2025.
FY2026: salary $1,205,445 · bonus $500,000 · stock awards $0 · option awards $0
Executives and directors
Frequently asked questions
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.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| 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.
Three-year trend — total compensation per named executive
| 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.
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 policy | True |
| Anti-hedging | True |
| Anti-pledging | False |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2026
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| John Merrill | RSU | 10,000 | — | $90,000 |
| Randall Fields | RSU | 776,744 | — | 6,990,696 |
Director 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 |
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 | — |
Total cost of the board
| 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.
Peer group, and who names ReposiTrak as a peer
Companies that benchmark against TRAK
2 companies name TRAK as a compensation peer
- D-Wave Quantum, Inc.QBTSFY2025
- Digimarc CorpDMRCFY2025
Each company listed discloses TRAK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TRAK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | ReposiTrak, Inc. | 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.
Say-on-pay history and pay ratio
| 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.
Say-on-pay — history, company’s computation
| 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.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (15 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Randall Fields. DEF 14A, filed 2026-10-02. Section “Executive Compensation”. As printed: 1,940,724. View filing ↗
- Section 01, John Merrill. DEF 14A, filed 2026-10-02. Section “Executive Compensation”. As printed: 460,700. View filing ↗
- Section 01, Edward Clissold. DEF 14A, filed 2026-10-02. Section “Executive Compensation”. As printed: 225,000. View filing ↗
- Section 07, pay ratio. 10-K, filed 2025-09-29. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, Peter J. Larkin. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 75,000. View filing ↗
- Section 08, Ronald C. Hodge. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 75,000. View filing ↗
- Section 08, Robert W. Allen. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 75,000. View filing ↗
- Section 08, James R. Gillis. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 18,750. View filing ↗
- Section 08, Randall K. Fields. DEF 14A, filed 2026-10-02. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-11-20. Item 5.07 · say-on-pay result. As reported: 99.36% (votes for as printed: 127,044). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-11-20. Item 5.07 · say-on-pay result. As reported: 99.36% (votes for as printed: 127,044). View filing ↗
- Section 06, 2022 vote. Form 8-K, filed 2022-11-17. Item 5.07 · say-on-pay result. As reported: 96.38% (votes for as printed: 14,104,352). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 243,750 + equity 0 + all other 0 = 243,750, summed across the director compensation table rows.
- ReposiTrak, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-10-02. CEO total compensation as printed in ReposiTrak, Inc.'s own proxy. As printed: 1,940,724. View filing ↗