Jared Grachek
About Jared Grachek
Jared Grachek is Chief Accounting Officer (CAO) of Cantaloupe, Inc. (CTLP) since May 2023 and serves as the company’s principal accounting officer overseeing all accounting and financial reporting processes. He is 39, a CPA, and holds an MBA from Emory (Goizueta), an MS in Accountancy from Notre Dame (Mendoza), and a BBA in Finance from the University of Georgia (Terry). Prior roles include Controller at LendingPoint (Apr 2021–May 2023) and 13 years in Ernst & Young’s audit practice serving fintech and capital markets clients . Company performance context: FY2025 revenue was $303 million (+13% YoY), with transaction fees +15% and subscription fees +11%; recurring revenue comprised 87% of total, active customers rose to 34,896 (+11%) and active devices to 1.28 million (+5%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LendingPoint | Controller | Apr 2021 – May 2023 | Led accounting operations including financial reporting, technical accounting, and tax compliance . |
| Ernst & Young | Audit Practice (Public/Private clients) | May 2008 – Mar 2021 | Supported SEC registrants and high-growth private companies across fintech and capital markets through audit and consulting engagements . |
External Roles
No public company directorships or external governance roles disclosed for Grachek in available filings .
Fixed Compensation
- Base salary and target bonus for the CAO are not specifically disclosed in the proxy or appointment 8-K; Grachek is not a named executive officer (NEO) in CTLP’s Summary Compensation Table .
Performance Compensation
Company incentive framework for FY2025 (applies to executive annual bonuses; useful for pay-for-performance context):
| Metric | Weighting | Targeting Approach | Percent Achieved | Weighted Percent Achieved |
|---|---|---|---|---|
| Adjusted EBITDA ($) | 40% | Corporate goal | 93.4% | 37.4% |
| Revenue ($) | 25% | Corporate goal | 0.0% | 0.0% |
| Monthly Recurring Revenue Growth (%) | 20% | Corporate goal | 82.2% | 16.4% |
| Board Discretion (%) | 15% | Discretionary | 120% payout on discretionary target | 18.0% |
| Total Corporate Achievement | — | — | — | 71.8% |
- Performance metrics used by CTLP for executive bonuses: Revenue, Adjusted EBITDA, and Monthly Recurring Revenue Growth; discretionary element retained to capture performance not captured in pre-set metrics .
- CTLP emphasizes equity in the executive pay mix and links incentives to shareholder value; CEO awards are heavily performance-based .
Equity Ownership & Alignment
| Instrument | Grant Date | Quantity | Exercise Price | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Non-Qualified Stock Options | May 22, 2023 | 30,000 | Fair market value on grant date | Eligible to vest in three equal annual installments on the first three anniversaries of May 22, 2023, subject to continued employment | Granted under the 2018 Equity Incentive Plan; standard non-compete and non-solicit terms in offer letter . |
Alignment policies and risk controls:
- Stock ownership guidelines: CEO at 3x salary; CFO and other executive officers (including CAO) at 1x salary, with five years to comply; as of the proxy date, all executives are either compliant or within the grace period .
- Clawback policy compliant with Exchange Act Section 10D/Nasdaq: recovery of erroneously awarded incentive comp from current/former Section 16 officers upon any required restatement (both “Big R” and “little r”), regardless of fault .
- Anti-hedging policy: prohibits hedging or similar transactions in CTLP securities by employees, officers, and directors; updated insider trading policy adopted Sept 2024 .
- Section 16(a) compliance note: CTLP reported late filings by several insiders, including Grachek, related to historic RSU grants due to administrative error (noted as late but filed) .
Change-of-control treatment (general plan terms):
- Under CTLP’s equity plans, participating employees are entitled to “double-trigger” accelerated vesting if terminated without cause (or resign for good reason per award terms) within 18 months following a change of control .
Employment Terms
| Term | Provision |
|---|---|
| Appointment | Named CAO; assumed principal accounting officer responsibilities on May 22, 2023 . |
| Offer Letter Covenants | Perpetual confidentiality; one-year post-termination non-compete; non-solicit of customers and employees . |
| Severance | Not disclosed for CAO; severance/change-in-control specifics are disclosed for NEOs only . |
| Equity Plan Participation | Eligible under the 2018 Equity Incentive Plan; double-trigger acceleration applies to participating employees under plan terms . |
Investment Implications
- Compensation alignment: CAO equity grant structure (time-vested options) aligns value creation with share price appreciation; broader program ties exec bonuses to Revenue, Adjusted EBITDA, and MRR growth, strengthening pay-for-performance linkage .
- Retention risk and selling pressure: Three-year vesting of 2023 options through 2026 creates staged vesting events; anti-hedging policy reduces ability to pre-hedge future sales; absence of disclosed CAO severance may modestly raise retention sensitivity versus NEOs with defined protections .
- Change-of-control: With the 365 Retail Markets merger expected to close in 1H 2026 (subject to regulatory clearance), plan-level “double-trigger” equity acceleration for participating employees mitigates value loss risk if a post-merger termination occurs; watch for transaction-close timing and any officer-specific agreements filed prior to closing .
- Governance and controls: Strong clawback and anti-hedging policies, plus stock ownership guidelines (1x salary for non-CEO execs), point to shareholder alignment; note the administrative late Section 16 filings (including Grachek) as an operational compliance footnote rather than a substantive red flag .
Monitoring priorities: track any new equity grants to the CAO, Form 4 transactions (post-vesting activity), and any change-in-control related employment agreements or award amendments filed pre-merger; evaluate how FY2026 bonus metrics reflect post-merger integration priorities .