RTB Digital, Inc. has entered into an Executive Services Agreement with Heckman Media LLC to provide the services of James Heckman as the Company's Chief Executive Officer. The agreement, effective as of June 1, 2026, has a term ending December 31, 2030, and reflects Mr. Heckman's prior service to the Company following its merger acquisition. Under the terms of the agreement, Heckman Media will receive compensation consisting of a monthly base salary of $50,000 beginning January 1, 2027, and a monthly bonus of $25,000 for the period from June 1, 2026, through December 31, 2026. This includes $195,000 in retroactive compensation for June through August 2026, net of previously paid amounts. Additionally, Heckman Media is entitled to an initial cash bonus of $250,000 payable within five days of the agreement's execution.
The agreement outlines performance-based incentives tied to the Company's financial and stock performance. Heckman Media is eligible for annual cash bonuses equal to 50% of the annual base salary upon achieving EBITDA-positive run-rate performance, and 100% of the base salary upon achieving $100 million in EBITDA-positive revenue on a run-rate basis. The agreement also provides for potential milestone incentive Restricted Stock Unit (RSU) awards related to the Company's May 2026 merger and Nasdaq listing, as well as revenue milestones. These awards are capped at the lesser of 10% of the Company's fully diluted capitalization or 3,470,000 shares of common stock, subject to a 34,700,000-share capitalization cap. Furthermore, the agreement includes provisions for potential annual long-term, milestone-based equity awards for 2027 through 2031 based on stock-price appreciation targets.
The agreement stipulates that if the Company terminates Mr. Heckman's services without cause, or if Heckman Media resigns for good reason, the Company must pay cash severance equal to 12 months of base salary in equal monthly installments over 12 months. In the event of a termination without cause following a Change of Control, unvested equity awards and Company shares will fully vest, and the Company must offer to repurchase 50% of Mr. Heckman's Company shares at the five-trading-day VWAP specified in the agreement. Mr. Heckman will be reimbursed for health care coverage and reasonable business expenses, and both parties are covered by the Company's standard Non-disclosure, Non-Competition, Non-Solicitation and Inventions Assignment Agreement.
