HAYDEE ORTIZ OLINGER - Corporate Board Profile

TRANSACT TECHNOLOGIES INC

Filing Date	Source Excerpt
2019-04-19	Haydee Ortiz Olinger, 61, was appointed to the Board as a director of the Company on July 27, 2018. Ms. Olinger has served as a Senior Advisor for BarkerGilmore LLC, a consulting firm specializing in recruiting, advising and coaching for legal and compliance talent, since September 2017. Ms. Olinger served in senior management roles for more than twenty years at the McDonald’s Corporation, most recently as Global Chief Compliance and Privacy Officer from 2002 to 2015, during which time she successfully developed and implemented best in class compliance and ethics programs. Ms. Olinger earned both her Juris Doctor and Bachelor of Science in Management and Business Administration degrees at DePaul University. Additionally, she earned a Master of Science in Leadership and Business Ethics at Duquesne University. Ms. Olinger’s qualifications for election to the Company’s Board include extensive global restaurant industry experience. She currently serves on the board of DePaul University Institute of Business and Professional Ethics, is the former chairperson of the Illinois Lottery Control Board and has also served on the boards of the Society of Corporate Compliance and Ethics/Healthcare Compliance Association (Minnesota) and the National Hispana Leadership Institute (Virginia). From her past executive and director positions, Ms. Olinger brings to our Board her extensive operational and legal experience and knowledge in the restaurant industry. Ms. Olinger has consented to be named in this Proxy Statement and to serve if elected. If elected, Ms. Olinger’s term as a director of the Company would expire at the 2022 Annual Meeting of Stockholders. The Audit Committee met four times during 2018. The Compensation and Corporate Governance Committee is comprised of Messrs. John M. Dillon, Thomas R. Schwarz and Graham Y. Tanaka and Ms. Haydee Ortiz Olinger, with Mr. Schwarz serving as Chair. The Board has determined that each member of the Compensation and Corporate Governance Committee is an independent director under the standards of Nasdaq and the SEC. The Compensation and Corporate Governance Committee met four times during 2018. The Nominating Committee is comprised of Messrs. John M. Dillon, Thomas R. Schwarz and Graham Y. Tanaka and Ms. Olinger, with Mr. Tanaka serving as Chair, until his retirement from the Board, effective May 28, 2019 at which time a new Nominating Committee Chair will be determined. The Board has determined that each member of the Nominating Committee is an independent director under the standards of Nasdaq and the SEC. The Nominating Committee met five times during 2018. The Executive Committee is comprised of Messrs. John M. Dillon, Thomas R. Schwarz and Graham Y. Tanaka and Ms. Haydee Ortiz Olinger. The Executive Committee did not meet during 2018. On August 9, 2018, subsequent to being appointed to the Board, Ms. Olinger was awarded 2,000 RSUs granted under the Company’s 2014 Equity Incentive Plan, which were unvested as of December 31, 2018. The RSUs vest at the rate of 25% per year beginning on the first anniversary of the date of grant. The amounts shown represent the grant date fair value of the RSUs granted in 2018 calculated in accordance with Compensation – Stock Compensation Topic of the FASB ASC 780. For 2018, each non-employee director of the Company received a retainer of $10,000, for each fiscal quarter served as director as compensation for services rendered, other than Ms. Olinger who received a pro-rata share of the retainer fee based on when she became a non-employee director during 2018. Directors are also reimbursed for reasonable expenses incurred in attending meetings. The Company does not separately compensate directors for service on any committee of the Board. Starting in 2018, each non-employee director receives total equity compensation of $45,000 awarded through RSUs that will convert to common stock on a one-to-one basis and vest 25% per year over four years. This was based on an independent review conducted during 2017 by Compensation Advisory Partners which was engaged by the Compensation Committee to assess the competitiveness of the Board’s total compensation program. Based on the review conducted by Compensation Advisory Partners, the Compensation Committee made a revision to the equity component of the Board’s compensation in order to better align the Board with the Company’s stockholders and long-term performance growth, as well as the compensation of directors of other similar sized public companies. The number of RSUs awarded is calculated based on the share price on the day of grant. In 2018, each non-employee director received a grant of 3,600 RSUs, pursuant to the terms of the Company’s 2014 Equity Incentive Plan, other than Ms. Olinger who received a pro-rata share of RSUs based on when she became a non-employee director during 2018. The RSU awards vest at the rate of 25% per year beginning on the first anniversary of the date of grant.
2020-04-23	Haydee Ortiz Olinger, 62, was appointed to the Board on July 27, 2018. She is Chair of the Nominating Committee and member of Audit Committee, Compensation and Corporate Governance Committee, and Executive Committee. Director compensation table shows Haydee Ortiz Olinger received $40,000 in fees and $45,504 in stock awards for a total of $85,504 in 2019.
2021-04-12	Haydee Ortiz Olinger, 63, was appointed to the Board as a director of the Company on July 27, 2018... Ms. Olinger serves on the Audit Committee, Compensation and Corporate Governance Committee, Nominating Committee and Executive Committee... Director compensation for 2020: Fees Earned Or Paid in Cash $37,000, Stock Awards $45,080, Total $82,080.
2022-04-18	Haydee Ortiz Olinger, 64, was appointed to the Board as a director of the Company on July 27, 2018. Ms. Olinger has served as a Senior Advisor for BarkerGilmore LLC, a consulting firm specializing in recruiting, advising and coaching for legal and compliance talent, since September 2017. Ms. Olinger served in senior management roles for more than twenty years at the McDonald’s Corporation, most recently as Global Chief Compliance and Privacy Officer from 2002 to 2015, during which time she successfully developed and implemented best in class compliance and ethics programs. Ms. Olinger earned both her Juris Doctor and Bachelor of Science in Management and Business Administration degrees at DePaul University. Additionally, she earned a Master of Science in Leadership and Business Ethics at Duquesne University. The Board determined to separate the Chairman and CEO roles and appointed Haydee Ortiz Olinger to serve as Chairman of the Board. She currently serves as an independent director for The One Group Hospitality, Inc. and serves on the DePaul University Board of Trustees. She is the Chair of the Nominating and Corporate Governance Committee and serves on the Audit Committee, Compensation Committee, and Executive Committee. For 2021, each non-employee director of the Company received a retainer of $10,000 in each quarter of 2021 as compensation for services rendered, paid at the start of each quarter. Directors are also reimbursed for reasonable expenses incurred in attending meetings. The Company does not separately compensate directors for service on any Committee of the Board. Each non-employee director receives total equity compensation of approximately $45,000 awarded through RSUs that will convert to common stock on a one-to-one basis and vest 25% per year over four years. In 2021, each non-employee director received a grant of 4,400 RSUs, pursuant to the terms of the Company’s 2014 Equity Incentive Plan, as amended and restated. The RSU awards vest at the rate of 25% per year beginning on the first anniversary of the date of grant.
2023-04-21	Haydee Ortiz Olinger,65, was appointed to the Board as a director of the Company on July 27, 2018. ... Ms. Olinger, who was elected Chair of the Board in March 2022.
2024-04-10	Haydee Ortiz Olinger,66, was appointed to the Board as a director of the Company on July 27, 2018. ... Ms. Olinger also serves as Chair of the Board and Chair of the Nominating and Corporate Governance Committee. ... The following table sets forth information concerning the compensation of directors for fiscal year 2023: Haydee Ortiz Olinger 65,000 Fees Earned or Paid in Cash, 45,248 Stock Awards, 110,248 Total.