Tiffany Milton
About Tiffany Milton
Tiffany Milton, 48, is Chief Accounting Officer (CAO) of Beeline Holdings, Inc. (BLNE), appointed on April 25, 2025 after serving as the Company’s Controller since January 2021; she is a certified public accountant (New Mexico) with 20+ years of SEC reporting experience, including Director of Financial Reporting at Gemini Rosemont Commercial Real Estate from 2015–2020 . Her 2025 compensation mix is primarily fixed cash salary plus stock options (no disclosed cash bonus or PSU metrics); the Company maintains an anti-hedging policy and a clawback policy aligned with Nasdaq Rule 10D-1, but there are no disclosed TSR or operating performance metrics tied to her pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beeline/Eastside (now Beeline Holdings, Inc.) | Controller | Jan 2021 – Apr 2025 | Led SEC reporting and controllership through merger/integration and uplisting preparations . |
| Gemini Rosemont Commercial Real Estate | Director of Financial Reporting | Jan 2015 – Dec 2020 | Directed external reporting; strengthened public-company readiness and controls . |
External Roles
- No external public company directorships or additional outside roles disclosed for Ms. Milton in the 2025 proxy .
Fixed Compensation
| Component | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Base Salary | $13,750 per month | As of 2025 (offer letter) | Monthly cash salary under offer letter agreement . |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Price/Strike | Vesting | Expiration | Source |
|---|---|---|---|---|---|---|
| Stock Options | Oct 2, 2025 | 35,000 | $0.9216 | Vests in two equal annual installments starting from May 28, 2025, subject to continued service | Oct 2, 2035 | . |
The options were granted under the Amended and Restated 2025 Equity Incentive Plan; the proxy describes intended grants: 35,000 options to Milton, 10-year term, vesting annually in equal amounts over two years from May 28, 2025 (subject to shareholder approval of the Plan) .
Equity Ownership & Alignment
| Item | Detail | As-of Date | Source |
|---|---|---|---|
| Common Shares Beneficially Owned | 10,003 shares (indirect ownership; includes IRA/family accounts) | Sep 3, 2025 | |
| Recent Open-Market Activity | Purchased 10,000 common shares at $1.59 (Code “P”) | Sep 3, 2025 | |
| Options Beneficially Owned | 35,000 options (post-grant) | Oct 2, 2025 | |
| Hedging/Pledging | Company prohibits hedging; no pledge disclosures for Milton | Policy as of 2025 |
Recent Insider Transactions
| Date | Type | Security | Shares | Price | Notes |
|---|---|---|---|---|---|
| Sep 3, 2025 | Open-market purchase | Common | 10,000 | $1.59 | Indirect beneficial ownership; no 10b5-1(c) designation noted . |
| Oct 2, 2025 | Option grant | Stock Options | 35,000 | $0.9216 strike | 10-year term; vests in two equal annual installments beginning from May 28, 2025 . |
Employment Terms
| Term | Company Policy / Agreement | Implications | Source |
|---|---|---|---|
| Employment Agreement | Offer letter provides $13,750 monthly salary | Fixed cash component; no disclosed target/actual bonus for 2025 | |
| Clawback | Nasdaq Rule 10D-1 compliant clawback to recoup excess incentive comp upon restatement (no-fault) | Strengthens pay-for-performance discipline; applies to executive officers | |
| Anti-Hedging | Officers, directors, and certain employees prohibited from hedging | Enhances alignment; reduces misalignment risk | |
| Equity Plan Change-of-Control | Awards assumed or substituted; if not, accelerate vesting/exercisability with at least 15 days to exercise | Provides protection for unvested equity in a transaction | |
| Equity Forfeiture/Conduct | Plan allows forfeiture for cause (e.g., fraud, policy violations, competing, etc.) and potential profit recapture | Governance safeguard and deterrent |
Compensation Structure Analysis
- Mix and risk: Milton’s 2025 pay is anchored by a modest fixed salary with meaningful equity via options; no cash bonus or performance share metrics are disclosed for her role, indicating limited formal pay-for-performance sensitivity beyond equity value .
- Governance features: A Nasdaq-compliant clawback and anti-hedging policy improve alignment; the equity plan includes change-of-control protections and strong forfeiture provisions for misconduct .
Performance Compensation Detail
| Metric/Feature | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Stock options (35,000 at $0.9216) | N/A | N/A | N/A | 50% annually over two years from May 28, 2025 | Time-based vesting; no disclosed performance metrics . |
Risk Indicators & Red Flags
- Trading plans/10b5-1: The September 3, 2025 purchase was reported without a 10b5-1(c) designation; it was an open-market buy, generally a favorable signal for alignment .
- Hedging/Pledging: The Company bars hedging; no pledging disclosure for Milton was identified in the filings reviewed .
Say-on-Pay & Peer Framework
- The 2025 annual proxy focused on equity plan approval and Series G/Warrant share approvals; no separate say-on-pay proposal or compensation peer group disclosures relevant to Milton’s CAO pay were presented in the cited materials .
Investment Implications
- Alignment signals: Milton’s open‐market purchase (10,000 shares at $1.59) and time‐vested options at a $0.9216 strike create straightforward equity upside incentives and suggest confidence; the 2‑year vesting horizon supports retention through mid‑2027 .
- Governance safeguards: Anti-hedging, a 10D‑1 clawback, and robust misconduct forfeiture terms reduce agency risk for shareholders .
- Overhang context: At the company level, significant potential dilution from preferred stock, warrants, and ELOC share issuances exists (e.g., Proposal 1 estimate ~90.6M shares; ELOC up to ~39.2M shares), which can affect equity value realization from executive awards and insider ownership; investors should monitor issuance pacing and capital structure evolution .
Sources:
- 2025 Annual Meeting Proxy (Beeline Holdings, Inc.) .
- Special Meeting Proxy re: Merger/ELOC (Eastside Distilling/Beeline) .
- SEC Form 4 (Milton – open market purchase, 9/3/2025) .
- SEC Form 4 (Milton – option grant, 10/2/2025) .