Aaron Day

About Aaron Day

Aaron Day is Chairman and Chief Executive Officer of Amaze Holdings, Inc. (AMZE). He joined the Board on March 7, 2025 (upon the acquisition of Amaze Software, Inc.), and was appointed CEO effective June 13, 2025; by November 13, 2025 he is listed as Chairman and CEO in company proxy materials . Day previously served as CEO of Amaze Software, Inc. since 2021, Director of Global Partnership and Integrations at Canva (2019–2021), and CEO of Blackford Capital and Trend Offset Printing; he holds a BA in political science from Wake Forest University . He is not considered an independent director under NYSE American rules given his executive role; the company confirms Day is not independent . During his tenure, the company executed an acquisition of The Food Channel (stock-based purchase via a $650,000 convertible note) and continued capital structure actions around senior secured convertible notes requiring shareholder approvals, reflecting active strategic execution amid financing constraints .

Past Roles

External Roles

Fixed Compensation

• No base salary, target bonus, or cash compensation terms for Aaron Day were disclosed in the June 18, 2025 CEO appointment 8‑K or subsequent proxies reviewed; the 8‑K explicitly identified the appointment but did not include employment agreement economics, and no later filing provided an update on CEO pay specifics .

Performance Compensation

• No specific equity awards (RSUs/PSUs/options), grant dates, or performance metric frameworks tied to Aaron Day were disclosed in the filings reviewed to date .
• The company’s Amended and Restated 2021 Equity Incentive Plan authorizes a broad set of equity incentives (options, RSUs, performance awards) and prohibits repricing without shareholder approval, but this is plan-level and not an award to Day .

Equity Ownership & Alignment

Notes:

• Capitalization changed materially in mid‑2025 (including a 1‑for‑23 reverse split effective June 12, 2025, and conversions), which likely drove the change in reported beneficial percentages; the company reported 5,277,810 common shares outstanding as of June 16, 2025 after the split and conversions .

Employment Terms

• Appointment/Start date: CEO effective June 13, 2025; Chairman and CEO designation shown in November 13, 2025 special meeting proxy .
• Board service: Director since March 7, 2025 (upon closing of the Amaze Software, Inc. acquisition) .
• Employment agreement terms: Not disclosed; the 8‑K noted no arrangements/understandings leading to appointment and no related‑party interests requiring disclosure; no severance or change‑of‑control provisions were disclosed for Day in reviewed filings .
• Indemnification: Company has standard officer and director indemnification agreements in place .
• Non‑compete/non‑solicit: Not disclosed for Day in reviewed filings .

Board Governance

• Roles: Chairman and Chief Executive Officer (combined roles) .
• Independence: Day is not independent under NYSE American rules .
• Committees:
  • Audit Committee: Eric Doan (Chair), David Yacullo (both independent and identified as financial experts) .
  • Compensation Committee: Sole member Eric Doan (independent); CEO is excluded from deliberations on CEO pay .
  • Nominating & Corporate Governance Committee: Sole member Eric Doan .
• Attendance: For FY2024, directors met attendance thresholds (75%+) though Day was not then on the Board; no 2025 attendance metrics disclosed for Day .
• Director compensation: Non‑employee directors receive $5,000 per quarter in cash; Day, as an employee director/CEO, is not reflected in the FY2024 non‑employee director compensation table .

Performance Compensation – Metrics and Alignment Signals

• Performance metrics and weighting for CEO incentive plans were not disclosed for Day; no TSR/revenue/EBITDA targets or payout outcomes for Day were presented in the reviewed 2025 filings .
• Company‑level actions under Day’s leadership include:
  • Acquisition: The Food Channel assets for $650,000 via a convertible promissory note (strategic expansion into food creator verticals) .
  • Financing: New Senior Secured Convertible Notes (7% coupon, initial conversion price $2.33, floor $1.50, 9.99% beneficial ownership cap, and prepayment covenants tied to subsequent financings), requiring shareholder approval due to potential issuance over 20% (NYSE American Section 713) and potential change‑of‑control implications; conversions capped at 19.9% pending approval .

Risk Indicators & Red Flags

• Dual role concentration: CEO + Chairman reduces structural independence; compensation and governance committees are concentrated in a single independent director (Eric Doan), which may elevate governance risk despite formal independence .
• Financing overhang: Variable conversion price protections (with a floor), prepayment rights tied to future financings, and 19.9% cap until approval can create dilution and liquidity overhang that may influence insider incentives and near‑term trading dynamics .
• Pledging/hedging: Company policy prohibits hedging and limits pledging without consent; no Day pledging disclosed, which reduces alignment risk from pledges .
• Related parties: Appointment 8‑K states no familial/related‑party arrangements for Day requiring disclosure at appointment .

Compensation Committee Analysis

• Composition: Sole member Eric Doan (independent); CEO excluded from CEO pay deliberations; committee administers equity plans .
• Consultant usage and committee changes: Not disclosed in reviewed filings .
• Equity plan: Expanded/amended 2021 plan governs equity awards with explicit anti‑repricing provisions; non‑employee director grant limits embedded in plan governance .

Say‑on‑Pay & Shareholder Feedback

• No say‑on‑pay vote results were presented in the 2025 proxies reviewed; the annual proxy focused on board elections, auditor ratification, equity plan amendment, capital structure proposals, and exchange/listing compliance approvals .

Director Compensation (for Board service)

• Non‑employee cash retainer: $5,000 per quarter; FY2024 fees disclosed for other directors (e.g., Doan, Yacullo) .
• Equity or meeting fees: Not disclosed for 2024; no director equity program specifics beyond plan capacity limits .
• Ownership guidelines: Not disclosed .

Expertise & Qualifications

• Education: BA, Political Science, Wake Forest University .
• Domain expertise: Technology partnerships (Canva), e‑commerce/creator economy (Amaze), industrial/operations (Trend), private equity (Blackford) .
• Board qualification: The Board cites Day’s executive/operational experience and strategic vision as rationale for service .

Equity Ownership & Alignment Details

• Beneficial ownership declined from 4.99% to 3.21% between May and November 2025 amid reverse split/exchange and capital actions; current beneficial holdings include shares via Day Family Trust (5,924) .
• No disclosure of pledged shares or hedging by Day; policy restricts these activities .

Employment & Contracts

• Employment agreement economics (salary, target bonus, severance/change‑of‑control, clawbacks, tax gross‑ups, deferred comp) were not disclosed for Day in appointment 8‑K or subsequent proxies reviewed; standard indemnification agreements apply .

Investment Implications

• Alignment: Day’s direct beneficial stake (3.21%) and trust holdings indicate meaningful skin‑in‑the‑game, but limited transparency on CEO pay metrics weakens pay‑for‑performance assessment .
• Governance structure: Combined CEO/Chair role with concentrated single‑member committees (independent) elevates governance risk; monitor for addition of independent committee members and potential separation of roles .
• Trading/dilution dynamics: Senior secured convertible notes (7% interest, $2.33 initial conversion, $1.50 floor, 9.99% blocker, 19.9% cap pending approval) plus prepayment covenants may pressure equity and create episodic selling; approval outcomes at the special meeting are key near‑term catalysts .
• Execution track record: Strategic moves (e.g., The Food Channel acquisition) position for vertical expansion in creator commerce; evidence of integration, monetization, and revenue contribution will be needed to validate value creation under Day’s leadership .

Monitoring list: (1) Special meeting vote outcomes on convertible note share issuance caps; (2) Any subsequent CEO compensation disclosures (employment agreement, equity grants) in upcoming 10‑K/DEF 14A; (3) Form 4 insider activity for vesting/selling pressure; (4) Committee composition changes to strengthen independence.

Citations:

• Appointment/roles/biography/education:
• Independence and committees:
• Ownership tables and trust footnote:
• Shares outstanding and reverse split context:
• Insider trading/pledging/hedging policy:
• Indemnification agreements:
• Acquisition (The Food Channel):
• Convertible notes terms and shareholder approval mechanics: