Monitor upcoming quarterly filings for progress toward EBITDA-positive run-rate and $100M revenue milestones, which trigger significant cash and equity compensation events.
Price Chart
Executive Summary
RTB Digital, Inc. entered into a five-year Executive Services Agreement with Heckman Media LLC, formalizing James Heckman's role as CEO effective June 1, 2026. The agreement includes a $250,000 initial cash bonus, retroactive compensation of $195,000, monthly base salary of $75,000 through 2026 then $50,000 thereafter, and performance-based cash and equity incentives tied to EBITDA and revenue milestones. This is a routine formalization of the CEO's compensation structure post-merger and Nasdaq listing, with no unexpected departures or red flags.
Key Facts
- CEO James Heckman's services formalized via Executive Services Agreement with Heckman Media LLC, effective June 1, 2026, through December 31, 2030.
- Monthly base salary of $75,000 through December 2026, then $50,000 per month from January 2027 onward.
- Initial cash bonus of $250,000 payable within five days of execution.
- Retroactive compensation of $195,000 for June–August 2026.
- Eligible for annual performance cash bonuses: 50% of base salary upon achieving EBITDA-positive run-rate, 100% upon $100M EBITDA-positive revenue.
- Potential milestone RSU awards tied to Nasdaq listing and $100M revenue run-rate, capped at 3,470,000 shares or 10% of fully diluted cap.
- Annual long-term incentive equity bonuses for 2027–2031 based on stock price appreciation targets.
- Severance: 12 months base salary if terminated without cause or for good reason; full vesting and 50% share repurchase offer upon change of control termination.
Financial Impact
Total cash compensation commitments: $250,000 initial bonus + $195,000 retroactive + $75,000/month through Dec 2026 + $50,000/month thereafter. Equity incentives capped at 3,470,000 shares per milestone.
Risk Factors
- Equity awards subject to shareholder and board approvals — failure to approve could void grants.
- Cash bonus payments contingent on sufficient cash reserves and audit/compensation committee approval.
- Potential dilution from milestone RSU awards up to 3.47M shares per milestone.
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001185185-26-004068 |
| Document: 0001185185-26-004068-index.html | 0001185185-26-004068 |
| Document: 0001185185-26-004068.txt | 0001185185-26-004068 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 6, 2026 20d ago | 8-K | $8.73 $7.62 | ▼ −12.71% | ▼ −12.58% | $7.50 (−14.09%) |
Oct 2, 2026 24d ago | 8-K | $8.89 $8.09 | ▼ −9.00% | ▼ −9.42% | $7.50 (−15.64%) |
Sep 23, 2026 4w ago | SC 13D/A | $9.84 $8.86 | ▼ −9.96% | ▼ −9.28% | $7.50 (−23.78%) |
Sep 23, 2026 4w ago | Insider Buy | $9.84 $8.86 | ▼ −9.96% | ▼ −9.28% | $7.50 (−23.78%) |
Sep 22, 2026 4w ago | 8-K | $9.84 $8.86 | ▲ +9.96% | ▲ +9.28% | $7.50 (+23.78%) |
Sep 22, 2026 4w ago | 8-K | $9.55 $9.43 | ▼ −1.26% | ▼ −0.07% | $7.50 (−21.47%) |
Sep 21, 2026 5w ago | SC 13D/A | $8.44 $9.36 | ▲ +10.90% | ▲ +11.92% | $7.50 (−11.14%) |
Sep 21, 2026 5w ago | Insider Buy | $8.44 $9.36 | ▲ +10.90% | ▲ +11.92% | $7.50 (−11.14%) |
Sep 18, 2026 5w ago | 8-K | $8.44 $9.36 | ▲ +10.90% | ▲ +11.92% | $7.50 (−11.14%) |
Sep 18, 2026 5w ago | 8-K | $8.02 $10.27 | ▲ +28.05% | ▲ +26.79% | $7.50 (−6.48%) |
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