RTB Digital Names James Heckman CEO via Executive Services Agreement

What Happened

• RTB Digital, Inc. filed an 8-K disclosing an Executive Services Agreement dated September 10, 2026, with Heckman Media LLC (HM) to provide the services of James Heckman as the Company’s Chief Executive Officer, effective June 1, 2026. The agreement runs through December 31, 2030, unless earlier terminated. HM is wholly owned and controlled by Mr. Heckman, and while he serves as CEO he will also be a director (subject to normal nomination/election).

Key Details

• Cash compensation: monthly base of $50,000 starting January 1, 2027; a $25,000/month bonus from June 1–Dec 31, 2026 (including $195,000 retroactive for June–Aug 2026, net of prior payments); and a $250,000 initial cash bonus payable within five days of the agreement.
• Performance bonuses: eligible for annual cash bonuses equal to 50% of annual base salary for EBITDA-positive run-rate performance and 100% of annual base salary if the Company achieves $100 million in EBITDA-positive revenue on a run-rate basis (excluding stock-based compensation), subject to dilution caps.
• Equity incentives: potential milestone RSU awards tied to the May 2026 merger/Nasdaq listing and to $100 million run-rate revenue; designed so HM and Mr. Heckman together would hold the lesser of 10% of fully diluted capitalization (subject to a 34,700,000-share cap) or 3,470,000 shares, subject to plan terms and approvals. Additional long-term, milestone-based equity awards may be granted for 2027–2031 based on stock-price targets.
• Termination/change-of-control protections: If terminated Without Cause or HM resigns for Good Reason, HM is entitled to 12 months’ base salary severance (paid monthly) subject to a release. After a Change of Control, termination Without Cause triggers full vesting of unvested equity and the Company must offer to repurchase 50% of his shares at a specified five-trading-day VWAP.

Why It Matters

• This agreement formalizes James Heckman’s role as CEO and ties meaningful cash and equity compensation to revenue, EBITDA performance and share-price milestones—creating clear performance-linked incentives for management. It also creates potential dilution (up to the stated caps) if milestone equity awards vest, and establishes cash and equity severance/acceleration protections that investors should consider when evaluating future capital structure and potential dilution. The multi-year term (through 2030) signals management continuity following the Company’s recent May 2026 merger and Nasdaq listing.