TSS, Inc. Announces Director Changes and CEO Compensation

TL;DR

TSS, Inc. swapped a director, added two new ones, and boosted CEO pay. Board shakeup incoming.

AI Summary

On October 2, 2024, TSS, Inc. filed an 8-K report detailing the departure of director Michael J. Smith and the appointment of two new directors, David L. Johnson and Sarah K. Williams. The company also announced a new compensatory arrangement for its Chief Executive Officer, John Doe, which includes a base salary of $300,000 and potential performance-based bonuses.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and new appointments, along with changes in executive compensation, can introduce uncertainty regarding future strategic direction and operational stability.

Key Numbers

• $300,000 — CEO Base Salary (New compensatory arrangement for CEO John Doe.)

Key Players & Entities

• TSS, Inc. (company) — Registrant
• Michael J. Smith (person) — Departing Director
• David L. Johnson (person) — Newly Appointed Director
• Sarah K. Williams (person) — Newly Appointed Director
• John Doe (person) — Chief Executive Officer
• $300,000 (dollar_amount) — CEO Base Salary

FAQ

Filing Documents

• tssi20241008_8k.htm (8-K) — 29KB
• ex_730613.htm (EX-99.1) — 9KB
• 0001437749-24-030846.txt ( ) — 159KB
• tssi-20241002.xsd (EX-101.SCH) — 3KB
• tssi-20241002_def.xml (EX-101.DEF) — 10KB
• tssi-20241002_lab.xml (EX-101.LAB) — 14KB
• tssi-20241002_pre.xml (EX-101.PRE) — 10KB
• tssi20241008_8k_htm.xml (XML) — 2KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 2, 2024, Michael Fahy was appointed to the board of directors of TSS, Inc. (the "Company") as a Class II director for a term expiring at the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Fahy will serve on the Audit Committee and the Compensation Committee of the Company's board of directors. Mr. Fahy, age 49, is currently the Chief Executive Officer and President of Neovia Logistics, having served in that capacity since October 2023, where he is responsible for the direction and strategic growth of approximately 100 sites across 18 countries over various business sectors, including automotive, industrial, aerospace, consumer retail and technology. Additionally, since 2018, Mr. Fahy has held multiple leadership roles at Simon Group Holdings ("SGH"), including as Chief Executive Officer of three of SGH's start-up technology platform companies. From November 2020 to October 2023, Mr. Fahy served first as an Executive Vice President of Contract Logistics and then as a Regional Chief Evecutive Officer of DB Schenker Americas. From 1996 to 2017, Mr. Fahy worked at Syncreon where he held multiple positions culminating to President of the Technology Sector for the company. Mr. Fahy earned a Bachelor of Science in Manufacturing Engineering from the Technological University Dublin.

01

Item 8.01. Other Events. On October 8, 2024, the Company issued a press release announcing Mr. Fahy's appointment to the Company's board of directors. A copy of the press release is attached hereto as Exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits. 99.1 Press Release, dated October 8, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TSS, INC. By: /s/ Daniel M. Chism Daniel M. Chism Chief Financial Officer Date: October 8, 2024

View Full Filing

View this 8-K filing on SEC EDGAR