Keith Johnson
About Keith Johnson
Keith Johnson is Chief Financial Officer of Amaze Holdings, Inc. (appointed June 13, 2025), with prior service as Interim CFO of Fresh Vine Wine (now Amaze) beginning May 3, 2023. He has a BS in Accounting from Fairfield University and extensive experience across finance, operations, and technology, including roles at Watertech Equipment & Sales, Hudson Technologies, Efficiency Technologies, and YRT; he also serves on Amergent Hospitality Group’s board and audit committee and previously served on Chanticleer’s board . In Q3 2025 during his tenure, Amaze reported net revenue of $1.25 million (+1,884% YoY), gross profit of $1.17 million, and a net loss of $5.15 million, as management guided to near-profitability in Q4 2025 and GAAP profitability in Q1 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Watertech Equipment & Sales | Chief Financial Officer | Until 2020 | Led finance and controls; senior executive responsibilities |
| Hudson Technologies | Manager, Business Development | Nov 2012 – Sep 2013 | Business development for industrial/tech operations |
| Efficiency Technologies, Inc. (Efftec International subsidiary) | President | Aug 2010 – Nov 2012 | Led operations of energy efficiency technology subsidiary |
| YRT (Your Residential Technology Team) | President & CEO | Since 2004 | Built residential technology services business; leadership across operations |
External Roles
| Organization | Position | Committee Roles | Years |
|---|---|---|---|
| Amergent Hospitality Group Inc. | Director | Chair, Audit Committee; Member, Compensation Committee | Current |
| Chanticleer Holdings, Inc. | Director | Chair, Audit Committee; Member, Compensation Committee | Apr 2007 – Mar 31, 2020 |
Fixed Compensation
| Year | Role | Base Salary | Target Bonus % | Actual Bonus Paid | Notes |
|---|---|---|---|---|---|
| 2025 | CFO, Amaze Holdings | Not disclosed | Not disclosed | Not disclosed | No compensatory arrangement details provided in appointment 8-K |
| 2023 | Interim CFO, Fresh Vine Wine | $200/hour | Not disclosed | Not disclosed | Interim engagement terms disclosed as hourly wage |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting Schedule | Performance Metrics | Status |
|---|---|---|---|---|---|---|
| RSUs/PSUs (executive awards) | 2024 | Not granted to named executive officers | — | — | — | Company disclosed no equity awards to named executives in 2024 |
| Options (executive awards) | 2024 | Not granted to named executive officers | — | — | — | — |
No RSU/PSU/Option grants specific to Keith Johnson are disclosed in the 2025 annual proxy; named executive officer awards were not granted in 2024 .
Equity Ownership & Alignment
| Item | As of Date | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (Common Stock) | Nov 7, 2025 | 0 shares | Beneficial ownership table lists a dash for Keith Johnson (interpreted as zero holdings) |
| Ownership as % of shares outstanding | Nov 7, 2025 | 0.00% | 0 shares vs 7,458,559 common shares outstanding on record date |
| Preferred stock holdings (A/B/C) | Nov 7, 2025 | 0 shares | No preferred holdings disclosed |
| Vested vs unvested shares | — | Not disclosed | — |
| Options exercisable/unexercisable | — | Not disclosed | — |
| Shares pledged as collateral | — | None disclosed | Insider policy restricts pledging without prior consent |
| Stock ownership guidelines | — | Not disclosed | Insider policy covers trading/hedging; ownership guidelines not disclosed |
| Hedging/Pledging policy | Policy-level | Prohibits hedging; pledging or margin accounts require prior consent | Mitigates misalignment and excessive risk |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| CFO appointment date | June 13, 2025 | |
| Interim CFO start date (prior entity) | May 3, 2023 | |
| Employment agreement | Not disclosed; no special arrangements noted in 8-K | |
| Severance provisions | Not disclosed | — |
| Change-of-control provisions | Not disclosed | — |
| Non-compete / Non-solicit | Not disclosed | — |
| Clawback provisions | Not disclosed; Company references insider trading and hedging policies | |
| Indemnification agreement | Company uses standard form for directors/officers (referenced historically) |
Performance & Track Record
| Metric | Period | Value | Notes |
|---|---|---|---|
| Net revenue | Q3 2025 | $1.25 million | +1,884% YoY; sequential increase; reflects integration of Amaze Software |
| Gross profit | Q3 2025 | $1.17 million | +668% YoY; platform operating leverage cited |
| Net loss | Q3 2025 | $(5.15) million | Increase due to SG&A post-merger and one-time transition costs |
| Outlook | Q4 2025 / Q1 2026 | Near-profitability in Q4; GAAP profitability targeted in Q1 2026 | Management guidance |
Major achievements cited by management include launch of Amaze Moments AI, Food Channel asset acquisition, and integrations with gaming/metaverse platforms; operational cost reductions beginning December 2025 were also disclosed .
Compensation Committee & Governance
- Compensation Committee: Sole member is independent director Eric Doan; CEO not present during deliberations on CEO pay; committee administers equity plans .
- Equity Plan: Amended and restated 2021 Equity Incentive Plan proposed to increase share reserve to 20,800,000 pre-reverse-split; expanded award types and administration flexibility .
Related Party Transactions and Red Flags
- No direct or indirect material interest in transactions disclosed for Keith Johnson at appointment; no family relationships with directors/execs .
- Insider trading policy prohibits hedging and pledging without consent, reducing risk of misalignment .
- Corporate-level financing structures (convertible notes and preferred conversions) create dilution risk but are not specific to Johnson’s compensation; multiple proposals addressed NYSE American Section 713 thresholds .
Investment Implications
- Retention risk: Compensation terms for the CFO are not disclosed post-appointment; absence of clear long-term equity grants and vesting details may limit retention incentives and pay-for-performance alignment if not supplemented by future awards .
- Alignment: With zero disclosed ownership and no reported grants, “skin-in-the-game” appears limited; however, the company’s prohibition on hedging and restricted pledging reduces behavioral misalignment risk .
- Execution signal: Q3 2025 showed strong revenue and gross profit growth, with management guiding to profitability timelines—a positive operational backdrop during Johnson’s tenure as CFO .
- Dilution/financing overhang: Ongoing reliance on preferred conversions and convertible notes increases capital structure complexity and potential dilution, which could influence future compensation design (e.g., more RSUs/PSUs vs options) and investor perception of pay outcomes .
- Governance: A single-member compensation committee places heightened emphasis on board oversight discipline; future proxies should be monitored for CFO-specific compensation disclosure, performance metrics, and any severance/change-of-control terms .