Companies TSS
TSS (TSSI): executive pay, fiscal 2025
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CEO pay, last three years
- $558,630FY2023
- $892,543FY2024
- $3,081,505FY2025
CEO total pay was $3,081,505 in fiscal 2025, up from $892,543 in fiscal 2024.
FY2025: salary $385,000 · bonus $209,055 · stock awards $2,416,950 · 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 |
|---|---|---|---|---|---|---|---|---|
| Darryll Dewan | $385,000 | $209,055 | $2,416,950 | $0 | $0 | $0 | $70,500 | $3,081,505 |
| President and Chief Executive Officer from November 14, 2022 | ||||||||
| Daniel Chism | 325,000 | 172,283 | 1,827,450 | 0 | 0 | 0 | 10,500 | 2,335,233 |
| Chief Financial Officer | ||||||||
| Karl Marrott | 300,000 | 151,751 | 1,827,450 | 0 | 0 | 0 | 10,456 | 2,289,657 |
| Chief Operating 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.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Darryll Dewan | $3,081,505 | $892,543 | $558,630 | ↑ +2,188,962 |
| Daniel Chism | 2,335,233 | 828,988 | — | ↑ +1,506,245 |
| Karl Marrott | 2,289,657 | 975,652 | 532,094 | ↑ +1,314,005 |
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
The company utilizes grants of stock options and restricted stock as a recruiting and retention tool and to align the interests of named executive officers with those of stockholders by incentivizing them to increase stockholder value.
| 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 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Daniel Chism | Option | 83,333 | 1.72 | — |
| Darryll Dewan | RSU | 150,000 | — | 1,060,500 |
| Daniel Chism | RSU | 267,500 | — | 1,891,225 |
| Darryll Dewan | RSU | 355,000 | — | 2,509,850 |
| Karl Marrott | RSU | 363,334 | — | 2,568,771 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Vivek MohindraIndependent · Nominating · Partial-year service · Newly elected | $6,667 | — | $101,880 | — | — | $108,547 |
| Peter H. WoodwardIndependent · Board Chair · Audit (Chair) · Compensation · Nominating | 65,000 | — | 0 | — | — | 65,000 |
| Richard M. MetzlerIndependent · Audit · Compensation · Nominating | 45,000 | — | 0 | — | — | 45,000 |
| Michael FahyIndependent · Audit · Compensation · Nominating | 40,000 | — | 0 | — | — | 40,000 |
| Darryll E. DewanEmployee director | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| 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 | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $156,667 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $156,667 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names TSS as a peer
Companies that benchmark against TSSI
No companies currently name TSSI as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
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 | TSS | 2025 | Darryll Dewan | $385,000 | $2,416,950 | $0 | $0 | $3,081,505 |
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 | 2025-06-04 | 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.
Say-on-pay — history, company’s computation
| 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.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (14 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, Darryll Dewan. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · page 11. As printed: 3,081,505. View filing ↗
- Section 01, Daniel Chism. DEF 14A, filed 2026-04-23. Section “Executive Compensation”. As printed: 2,335,233. View filing ↗
- Section 01, Karl Marrott. DEF 14A, filed 2026-04-23. Section “Executive Compensation”. As printed: 2,289,657. View filing ↗
- Section 08, Vivek Mohindra. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 108,547. View filing ↗
- Section 08, Peter H. Woodward. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 65,000. View filing ↗
- Section 08, Richard M. Metzler. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 45,000. View filing ↗
- Section 08, Michael Fahy. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 40,000. View filing ↗
- Section 08, Darryll E. Dewan. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-09. Item 5.07 · say-on-pay result. As reported: 88.7% (votes for as printed: 6,255,161). View filing ↗
- Section 06, 2022 vote. Form 8-K, filed 2022-06-27. Item 5.07 · say-on-pay result. As reported: 97.96%. View filing ↗
- Section 06, 2019 vote. Form 8-K, filed 2019-06-07. Item 5.07 · say-on-pay result. As reported: 99.09%. 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 156,667 + equity 0 + all other 0 = 156,667, summed across the director compensation table rows.
- TSS (subject), Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in TSS's own proxy. As printed: 3,081,505. View filing ↗