Fiscal year 2024 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.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Karl Marrott | $281,489 | $113,163 | $581,000 | $0 | $0 | $0 | $0 | $975,652 |
| Chief Operating Officer | ||||||||
| Darryll Dewan | 385,000 | 273,543 | 93,000 | 81,000 | 0 | 0 | 60,000 | 892,543 |
| President and Chief Executive Officer | ||||||||
| Daniel Chism | 170,492 | 147,146 | 372,600 | 138,750 | 0 | 0 | 0 | 828,988 |
| Chief Financial Officer | ||||||||
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 | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Karl Marrott | $975,652 | $532,094 | — | +443,558 |
| Darryll Dewan | 892,543 | 558,630 | 566,923 | +333,913 |
| Daniel Chism | 828,988 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Daniel Chism | PSU | — | — | — | — | — | $372,600 |
| Daniel Chism | OPTION | — | — | — | — | — | 138,750 |
| Karl Marrott | PSU | — | — | — | — | — | 581,000 |
| Darryll Dewan | PSU | — | — | — | — | — | 93,000 |
| Darryll Dewan | OPTION | — | — | — | — | — | 81,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Daniel Chism | $0 | $372,600 | $138,750 | 72.9% |
| Karl Marrott | 0 | 581,000 | 0 | 100.0% |
| Darryll Dewan | 0 | 93,000 | 81,000 | 53.4% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Darryll Dewan | RSU | 360,000 | — | $4,204,800 |
| Darryll Dewan | Option | 416,668 | 0.62 | — |
| Karl Marrott | RSU | 493,334 | — | 5,762,141 |
| Daniel Chism | RSU | 335,000 | — | 3,912,800 |
| Daniel Chism | Option | 125,000 | 1.72 | — |
| Karl Marrott | Option | 66,668 | 0.6 | — |
| Darryll Dewan | RSU | 100,000 | — | 350,000 |
Our executive compensation program is designed to attract, motivate and retain our executive officers, who are critical to our success. Under this program, our named executive officers are rewarded for the achievement of our near-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The program contains elements of cash and equity-based compensation and is designed to align the interest of our executives with those of our stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | None - Compensation Committee did not engage a compensation consultant in 2024 |
| Clawback policy | — |
| Anti-hedging | true |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-06-04 | 6,255,161 | 304,907 | 492,182 | 88.7% | Passed |
| 2022 | 2022-06-16 | 10,654,424 | 59,631 | 161,865 | 97.96% | Passed |
| 2019 | 2019-06-06 | 9,519,179 | 60,406 | 27,192 | 99.09% | Passed |
| 2016 | 2016-06-09 | 8,639,265 | 41,655 | 0 | 99.52% | 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 | 2025-06-04 | 88.7%a |
| 2022 | 2022-06-16 | 97.96%b |
| 2019 | 2019-06-06 | 99.09%c |
a. Approved under the standard stated in the filing — “Abstentions will be treated as shares represented at the meeting and will have the same effect as votes against this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will be treated as shares represented at the meeting and will have the same effect as an AGAINST vote on the outcome of this proposal.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will be treated as shares represented at the meeting and will have the same effect as votes against this proposal.”.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michael FahyIndependent · Audit · Compensation · Newly elected | $10,000 | $0 | $87,800 | $0 | $0 | $97,800 |
| Peter H. WoodwardIndependent · Board Chair · Audit (Chair) · Compensation | 46,250 | 0 | — | 0 | 0 | 46,250 |
| Richard M. MetzlerIndependent · Audit · Compensation | 30,000 | 0 | — | 0 | 0 | 30,000 |
| Darryll E. DewanEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 10,000 / 5,000 |
| Stock ownership guideline | — |
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $86,250 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $86,250 |
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 | TSS | 2024 | Darryll Dewan | $385,000 | $93,000 | $81,000 | $0 | $892,543 |
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.
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, Karl Marrott | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “Summary Compensation Table”. As printed: 975,652. Filing ↗machine: r6 · c21 · span 197098–197105 |
| 2 | Section 01, Darryll Dewan | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “Summary Compensation Table”. As printed: 892,543. Filing ↗machine: r2 · c21 · span 180715–180723 |
| 3 | Section 01, Daniel Chism | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “Summary Compensation Table”. As printed: 828,988. Filing ↗machine: r4 · c21 · span 188839–188846 |
| 4 | Section 03, Daniel Chism PSU | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “TABLE OF CONTENTS EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t62 · r4 · c12 · span 187258–187265 |
| 5 | Section 03, Daniel Chism OPTION | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “TABLE OF CONTENTS EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t62 · r4 · c15 · span 187784–187791 |
| 6 | Section 03, Karl Marrott PSU | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “TABLE OF CONTENTS EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t62 · r6 · c12 · span 195271–195278 |
| 7 | Section 03, Darryll Dewan PSU | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “TABLE OF CONTENTS EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t62 · r2 · c12 · span 178921–178927 |
| 8 | Section 03, Darryll Dewan OPTION | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “TABLE OF CONTENTS EXECUTIVE OFFICER AND DIRECTOR COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t62 · r2 · c15 · span 179525–179531 |
| 9 | Section 08, Michael Fahy | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “Director Compensation”. As printed: 97,800. Filing ↗machine: t78 · r4 · c15 · span 281772–281778 |
| 10 | Section 08, Peter H. Woodward | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “Director Compensation”. As printed: 46,250. Filing ↗machine: t78 · r2 · c3 · span 273582–273588 |
| 11 | Section 08, Richard M. Metzler | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “Director Compensation”. As printed: 30,000. Filing ↗machine: t78 · r3 · c3 · span 276656–276662 |
| 12 | Section 08, Darryll E. Dewan | DEF 14A | 2025-04-30 | 0001140361-25-016687 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-06-09 | 0001654954-25-006713 | Item 5.07 · say-on-pay result. As reported: 88.7% (votes for as printed: 6,255,161). Filing ↗ |
| 14 | Section 06, 2022 vote | Form 8-K | 2022-06-27 | 0001437749-22-015984 | Item 5.07 · say-on-pay result. As reported: 97.96%. Filing ↗ |
| 15 | Section 06, 2019 vote | Form 8-K | 2019-06-07 | 0001437749-19-011611 | Item 5.07 · say-on-pay result. As reported: 99.09%. Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 18 | Section 09b board cost (computed) | Computed | — | computed | Cash 86,250 + equity 0 + all other 0 = 86,250, summed across the director compensation table rows.machine: formula: Σ = 86,250 |
| 19 | TSS (subject), Section 10b CEO total | DEF 14A | 2025-04-30 | 0001140361-25-016687 | CEO total compensation as printed in TSS's own proxy. As printed: 892,543. Filing ↗machine: r2 · c21 · span 180715–180723 |