Elliot Bohm
About Elliot Bohm
Elliot Bohm is Director at Giftify, Inc. and Chief Executive Officer of subsidiary CardCash following the December 2023 CardCash merger. He joined the Giftify Board on December 29, 2023, is 43 years old, and has one year of board tenure as of the proxy date; he holds a master’s degree from the Institute of Advanced Judaic Studies in Toronto and is a recognized entrepreneur (e.g., Forbes “Most Promising CEOs under 35”) with deep experience in technology-driven marketplaces, M&A, and partnerships with retailers such as Walmart, Amazon, CVS, and United Airlines . The proxy does not disclose individual TSR, revenue growth, or EBITDA growth metrics tied specifically to Bohm.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CardCash.com | Co-founder; CEO | 2009–present | Built one of the largest gift card exchange marketplaces; established branded exchanges/partnerships with major retailers; led financing and M&A initiatives |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $375,000 |
| Bonus ($) | $0 | $100,000 (accrued, paid after year-end) |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $2,500,000 | $422,000 |
| Option Awards ($) | — | — |
| Non-Equity Incentive (Cash) ($) | — | — |
| Outstanding Equity Awards (as of 6/30/2025) | Value |
|---|---|
| Restricted Stock/RSU – Shares (#) | 577,083 |
| Market Value ($) | $2,046,278 |
- Vesting policy (Company standard): 25% at first anniversary of grant; remaining 75% vests in approximately equal quarterly installments through the fourth anniversary; vesting ceases on termination .
- Annual cash bonus program: Compensation Committee sets corporate and individual goals; targets are a percentage of base salary; payout determined after year-end based on goal achievement. Specific metric weightings/targets for Bohm are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 1,065,659 |
| Ownership (% of outstanding) | 3.5% (out of 30,517,953 shares) |
| Breakdown (per footnote) | 932,638 shares owned; 133,021 vested restricted stock |
| Shares pledged as collateral | Not disclosed |
| Stock Ownership Guidelines | Company cites executive equity ownership guidelines, but does not disclose specific multiples/requirements |
| Hedging/Pledging Policy | Insider Trading Policy in place (see 2024 10-K exhibit reference); specific hedging/pledging restrictions not detailed in proxy |
Employment Terms
| Provision | Status/Terms |
|---|---|
| Employment Start (Giftify Board) | December 29, 2023 |
| Current Role | Director; CEO of CardCash subsidiary |
| Severance | Company expects to enter agreements providing specified benefits upon certain terminations, including following a change in control; individual multiples not disclosed |
| Change-in-Control (Equity) | If awards are not assumed by acquirer: options/SARs fully vest; performance awards deemed achieved at target (pro rata); RS/RSU restrictions lapse; payments within 45 days |
| Clawback | Not disclosed |
| Non-compete / Non-solicit | Not disclosed |
| Deferred Compensation | None (company does not maintain nonqualified deferred comp plans) |
| Defined Contribution Plan | Company states it does not currently have a defined contribution plan |
| Indemnification | Delaware law indemnification/advancement to the fullest extent; director liability limitations per charter |
| Insider Trading Policy | Adopted; applies to directors, officers, employees |
Board Governance
- Service history: Joined Giftify Board December 29, 2023; age 43; tenure 1 year in matrix .
- Committees: Audit (Danner, Harrington, Wingo; chair Danner), Compensation (Danner, Harrington, Wingo; chair Wingo), Nominating & Corporate Governance (Danner, Wingo, Harrington; chair Harrington). Bohm is not a member of these committees .
- Independence: Matrix indicates Bohm is not independent; independent directors hold executive sessions without management .
- Executive sessions: Independent directors preside on a rotating basis .
- Dual-role implications: Bohm serves simultaneously as a director of Giftify and CEO of CardCash subsidiary; matrix shows non-independence, which can raise typical concerns about board independence and potential conflicts when subsidiary strategy is overseen at the parent level .
Performance & Track Record
- Entrepreneurial achievements: Co-founded CardCash in 2009; built partnerships with major retailers (e.g., Amazon, CVS); led financing and acquisitions; recognized by Forbes for leadership .
- Strategic impact at Giftify: CardCash acquisition in Dec 2023 reshaped Giftify’s market profile and financial position; CardCash operates exchanges for 1,100+ retailers and pursues growth via branded exchanges, checkout integrations, and giving platform; aims to improve margins through data/ML scalability .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee composed entirely of independent directors; chaired by M. Scot Wingo .
- Consultants/Benchmarking: No compensation consultant retained and no formal market benchmarking used for 2024–2025 decisions; future consideration noted .
- Pay philosophy: Blend of fixed pay, annual cash bonuses against corporate/individual goals, and long-term equity with multi-year vesting to align with shareholder value .
Related Party Transactions and Governance Safeguards
- Related party transactions: None reportable since December 31, 2023 .
- Option repricing: 2019 Plan prohibits reducing option/SAR exercise prices without shareholder approval .
- Section 16 compliance: All required beneficial ownership reports filed for 2024 per company review .
Compensation Structure Analysis
- Cash vs. equity mix shift: Bohm’s stock awards decreased from $2.5M in 2023 to $422k in 2024, while cash compensation added a $100k bonus in 2024, indicating lower equity grant intensity YoY and modest shift toward cash components .
- At-risk pay: Equity remains a meaningful component via outstanding restricted stock/RSUs (577,083 shares as of 6/30/2025), with standard four-year vesting structure that supports retention .
- Discretionary elements: The proxy describes an annual bonus program with goals set by the Compensation Committee; specific metric targets/weightings for Bohm are not disclosed .
Investment Implications
- Alignment: Bohm’s 3.5% beneficial stake (1,065,659 shares) and significant outstanding RSUs (577,083) indicate strong equity exposure and alignment, with standard vesting suggesting continued retention incentives and potential periodic supply from vesting events .
- Governance: Non-independence and dual-role (director and subsidiary CEO) create typical independence considerations; committee oversight is fully independent with regular executive sessions, mitigating some governance risks .
- Pay-for-performance transparency: Lack of disclosed bonus metrics/targets and no use of external benchmarking in 2024–2025 may limit visibility into pay-for-performance rigor; monitor future proxy disclosures and any adoption of explicit KPI frameworks .
- Change-in-control mechanics: Robust equity acceleration if awards are not assumed in a transaction may increase realized pay in sale scenarios; however, individual severance multiples and clawback terms are not disclosed, limiting downside-protection analysis .
- Trading signals: The standard 4-year vesting cadence on a large RSU balance could create steady selling pressure as tranches vest, subject to blackout windows and policy constraints; watch Form 4s and future proxies for vesting schedules and sales cadence .