ReposiTrak (TRAK) grants CFO 75,000 restricted shares
Rhea-AI Filing Summary
ReposiTrak, Inc. (TRAK) approved a new Executive Employment Agreement with its Chief Financial Officer and Principal Accounting Officer, John R. Merrill, effective August 18, 2026. The agreement has an initial three-year term with automatic one-year renewals and sets an annual base salary of $325,000, retroactive to May 16, 2026.
Merrill is eligible for an annual performance bonus with a 60% of base salary target and a minimum annual bonus equal to 30% of that target, subject to conditions. He will receive 75,000 shares of restricted common stock, vesting in four equal annual installments beginning on the first anniversary of the effective date. If terminated without Cause or he resigns for Good Reason, he is entitled to nine months of base salary, accelerated or continued vesting of all equity awards, nine months of COBRA coverage or reimbursement, any earned but unpaid bonus, and a prorated bonus for the termination year. The agreement includes double-trigger protection for certain terminations following a Change in Control.
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8-K Event Classification
3 items: 1.01, 5.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Base Salary: $325,000 per year
Bonus Target: 60% of base salary
Minimum Bonus: 30% of target bonus
+5 more
8 metrics
Base Salary
$325,000 per year
Annual base salary for John R. Merrill, retroactive to May 16, 2026
Bonus Target
60% of base salary
Annual performance bonus target opportunity for the CFO
Minimum Bonus
30% of target bonus
Minimum annual bonus opportunity, subject to conditions
Restricted Stock Grant
75,000 shares
Restricted common stock granted under equity incentive plan
Initial Term
3 years
Initial term of the Executive Employment Agreement, with automatic one-year renewals
Severance Period
9 months
Base salary continuation if terminated without Cause or resigns for Good Reason
COBRA Coverage
9 months
COBRA coverage or reimbursement during the severance period
Vesting Schedule
4 equal annual installments
Vesting pattern for 75,000 restricted shares, starting one year after effective date
Key Terms
restricted common stock, equity incentive plan, COBRA coverage, Change in Control, +1 more
5 terms
restricted common stock financial
"Mr. Merrill will also receive 75,000 shares of restricted common stock under the Company’s equity"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
equity incentive plan financial
"75,000 shares of restricted common stock under the Company’s equity incentive plan, vesting in"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
COBRA coverage financial
"nine months of COBRA coverage or reimbursement thereto, any earned but unpaid annual bonus"
Change in Control financial
"double-trigger protection in connection with a qualifying termination following a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
double-trigger protection financial
"The Employment Agreement also provides for double-trigger protection in connection with a"
FAQ
What executive agreement did ReposiTrak (TRAK) enter into on August 18, 2026?
ReposiTrak entered into an Executive Employment Agreement with CFO and Principal Accounting Officer John R. Merrill. The agreement covers a three-year initial term, base salary, bonuses, equity awards, severance, and change in control protections.
What is the base salary for ReposiTrak (TRAK) CFO John R. Merrill under the new agreement?
John R. Merrill’s annual base salary is $325,000 under the agreement, retroactive to May 16, 2026. This salary forms the basis for his performance-based bonus opportunities outlined in the contract.
What bonus opportunities does the ReposiTrak (TRAK) CFO receive in this agreement?
Merrill is eligible for an annual performance bonus with a target of 60% of base salary and, subject to conditions, a minimum annual bonus equal to 30% of his target bonus, aligning compensation with performance outcomes.
What severance benefits are provided to the ReposiTrak (TRAK) CFO upon certain terminations?
If terminated without Cause or he resigns for Good Reason, Merrill receives nine months of base salary, immediate or continued vesting of equity, nine months of COBRA coverage or reimbursement, any earned unpaid bonus, and a prorated bonus for the year.
Does the ReposiTrak (TRAK) CFO agreement include change‑in‑control protection?
Yes. The agreement provides double-trigger protection in connection with a qualifying termination following a Change in Control, meaning enhanced protections apply only if both a change in control and a qualifying termination occur.
AI-generated analysis. How Rhea-AI works. Not financial advice.
