Aaron Horowitz

About Aaron Horowitz

Aaron Horowitz serves as President of Restaurant.com (a Giftify subsidiary) since 2017 and previously joined Restaurant.com as General Counsel in 2010. He earned a B.A. from the University of Michigan in 1985 and a J.D. from the University of Chicago Law School in 1988; age was disclosed as 58 in FY 2022 filings . Giftify’s compensation framework emphasizes pay-for-performance via annual cash bonus programs tied to corporate and individual goals and long-term equity awards that vest over time, though specific metric targets and outcomes for Horowitz are not disclosed . Company performance context: Giftify reported a 2024 net loss of $18,832,080 and received a going concern qualification, underscoring execution risk and the importance of incentive alignment .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Design: Annual cash bonus program set as a percentage of base salary, contingent on pre-established corporate and individual performance goals determined by the Compensation Committee; post-year assessment determines payout. Specific metric categories (e.g., revenue, EBITDA) are at the Committee’s discretion; individual targets, actuals, and weightings for Horowitz are not disclosed .
• Equity incentives: Executives participate in the 2019 Stock Incentive Plan (options, restricted stock, RSUs, SARs, performance awards). Typical time-based vesting used historically (e.g., 25% at year one, then quarterly through year four), with awards granted at or above fair market value; individual grant vesting details for Horowitz are not disclosed .

Equity Ownership & Alignment

• Insider trading policy: Prohibits trading while in possession of MNPI, tipping, hedging, short sales, options, margin accounts, and pledging company stock—reducing misalignment and potential forced selling risk . Quarterly blackout periods restrict trading around earnings: for VPs and above, begin at end of trading on the last trading day of the second month of each fiscal quarter; for other insiders, begin on the 15th day of the third month; end after one full trading day post public release of results .
• Ownership guidelines, pledging, and compliance: Formal executive stock ownership guidelines aren’t disclosed; pledging is prohibited under the Insider Trading Policy .
• Clawbacks: The 2019 Plan permits forfeiture and recapture of realized gains in specified events (e.g., breach of restrictive covenants or misstatement), enhancing pay-for-performance integrity .

Employment Terms

• Employment agreement for Horowitz: Not disclosed. Filings state the Company “expects to enter” severance and change-in-control agreements with certain executives (no specific multiples or triggers for Horowitz disclosed) .
• Change-of-control mechanics (equity): If awards are not assumed by an acquirer, all options/SARs vest and become exercisable; performance awards are deemed achieved at target on a prorated basis; RS/RSUs restrictions lapse and are paid within 45 days—effectively a single-trigger acceleration for unassumed awards under the plan .
• Deferred compensation and pension: No nonqualified deferred compensation plans; no defined contribution plan currently .
• Insider trading governance: Designated insiders must pre-clear trades; extensive blackout and pre-clearance framework applies to executives and related persons .

Compensation Structure Analysis

• Mix shift: Horowitz’s reported total compensation fell from $401,000 in 2023 (entirely salary plus stock awards) to $100,500 in 2024, with no cash bonus reported in either year; equity awards declined from $251,000 to $63,000, indicating reduced equity grants and cash pay in 2024 .
• Plan design integrity: Use of equity with service-based vesting and plan-level clawback supports long-term alignment, but absence of disclosed performance metric targets/payouts limits external validation of pay-for-performance linkage for Horowitz .
• Potential CoC windfalls: Plan-level single-trigger acceleration if awards are not assumed at change-of-control can increase realized value irrespective of forward performance—investors should assess outstanding awards (not individually disclosed for Horowitz) and deal structure .

Investment Implications

• Alignment vs transparency: Equity incentives, blackout rules, and anti-pledging policies reinforce alignment; however, lack of disclosed, metric-level targets and actuals for Horowitz constrains pay-for-performance evaluation and may limit predictive value for trading signals tied to incentive outcomes .
• Retention and selling pressure: Strict blackout periods and prohibition on pledging reduce forced sale risk, yet reduced 2024 compensation and equity grant values may elevate retention sensitivity to future equity upside. Outstanding award details for Horowitz aren’t provided, making near-term vesting-related selling pressure hard to quantify .
• Change-of-control optionality: Plan mechanics provide potential immediate value realization if awards aren’t assumed; absent disclosure of Horowitz’s specific award inventory, deal-specific analysis is required to gauge magnitude .
• Company execution risk overlay: Giftify’s going concern flag and 2024 net loss position heighten execution risk, which can suppress incentive realizations tied to equity value—monitor operating trends at Restaurant.com/CardCash and audit-related risk disclosures for early signals .

Appendix: Executive Compensation Summary (Horowitz)

Sources include Giftify’s 2025 DEF 14A and 2024 Form 10-K for governance, compensation philosophy, plan mechanics, risk factors, and insider trading policy; biographical and education data for Horowitz from prior Restaurant.com filings .