Ketan Thakker
About Ketan Thakker
Ketan Thakker is Chairman, President and Chief Executive Officer of Giftify, Inc. (GIFT). He joined as CFO in July 2013, led a restructuring, and was promoted to Chairman, President and CEO in August 2014. He holds an MBA from Northwestern University’s Kellogg School of Management and is an accredited CPA (inactive). Age: 56. Prior roles include CFO of Apartments.com (2006–2011), founder/president of TripRental.com (2011–2013), and finance leadership roles at Abbott and Baxter . Company performance under his leadership includes 2024 net sales of $88.9M vs. $86.7M in 2023 and a 2024 net loss of $18.8M; management uses “Modified EBITDA” internally (2024 Modified EBITDA: -$2.84M) for planning and compensation decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Giftify, Inc. | CFO → Chairman, President & CEO | CFO: Jul 2013–Aug 2014; CEO/Chairman: Aug 2014–present | Led restructuring as CFO; provides e-commerce, M&A and capital markets leadership as CEO/Chairman |
| TripRental.com / TripRental Software | Founder & President | Mar 2011–Jun 2013 | Built online vacation rental listings/software businesses |
| Apartments.com (Classified Ventures) | Chief Financial Officer | 2006–2011 | CFO leadership at scaled online marketplace |
| Abbott Laboratories; Baxter International | Finance leadership roles | Not disclosed | Finance/operations experience at global healthcare companies |
External Roles
No external public company directorships or committee roles for Mr. Thakker are disclosed in the 2025 Proxy or 2024 10-K biographies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $303,000 | $400,000 |
| Annual Bonus (paid) | $100,000 | $200,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Employment Agreement Salary Terms | Base $250,000 effective Jul 1, 2023; increased to $400,000 on Jul 1, 2023 per financing/affordability; minimum annual bonus $100,000 (cash/stock) |
Performance Compensation
| Component | Year/Grant | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | 2024 | Corporate and individual goals (program emphasizes pay-for-performance) | Not disclosed | Not disclosed | $200,000 bonus paid | Cash/stock per board discretion |
| Equity – Stock Awards (RS/RSUs) | 2023 | Long-term equity; alignment/retention | N/A | N/A | $670,000 grant-date fair value | Company policy: 25% at 1st anniversary; remainder quarterly through 4 years |
| Equity – Stock Awards (RS/RSUs) | 2024 | Long-term equity; alignment/retention | N/A | N/A | $844,000 grant-date fair value | Company policy: 25% at 1st anniversary; remainder quarterly through 4 years |
| Equity – Options (legacy) | 8/1/2015 grant | N/A | N/A | Strike $363.17 | 1,622 options outstanding; expire 8/1/2025 | Standard plan terms; options generally vest per award agreements |
Notes:
- The company states its annual bonus program is based on pre-established corporate and individual goals; specific metrics/weights are not disclosed. Management uses Modified EBITDA among other measures in internal planning and compensation decisions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,902,865 shares (9.5% of 30,517,953 outstanding as of Aug 15, 2025) |
| Composition (footnote) | Includes 2,867,448 shares owned and 35,417 vested restricted stock |
| Options (exercisable) | 1,622 options @ $363.17; expiration 8/1/2025 |
| Outstanding Stock Awards | 259,722 shares under stock awards; “Market Value of Shares” $381,305 (grant-date based measure in table) |
| Ownership Guidelines | Company maintains executive equity ownership guidelines (details not quantified) |
| Pledging/Hedging | Insider Trading Policy adopted; details referenced to 2024 10-K exhibit; no pledging disclosure noted in proxy text |
| Equity Plan Capacity | 2019 Stock Incentive Plan authorizes up to 40,000,000 shares for equity awards |
Insider selling pressure indicators:
- Standard vesting policy (25% at 1 year, then quarterly to year 4) can create periodic supply as awards vest .
- Legacy options carry a $363.17 strike vs. a disclosed common stock fair value of $1.09 at 12/31/2024, indicating those options were deeply out-of-the-money at that date .
Employment Terms
| Term | Summary |
|---|---|
| Agreement Effective | July 1, 2023 |
| Base Salary | $250,000 with increase to $400,000 (upon financing ≥$5M or board affordability determination; increased July 1, 2023) |
| Annual Bonus | Minimum $100,000 (cash/stock) at board discretion; additional bonus amounts at board discretion |
| Termination Without Cause | Entitled to compensation for the balance of the term |
| Change of Control | If he terminates within six months after a change of control, he is entitled to continue to be paid pursuant to his agreement |
| Non-Compete/Confidentiality | Non-compete during term and one year thereafter; confidentiality obligations continue |
| Equity Plan CoC Terms | If awards are not assumed by acquirer: options/SARs fully vest; performance awards pay at target (prorated) within 45 days; restrictions on RS/RSUs lapse with payment within 45 days |
Board Governance
- Roles and tenure: Chairman, President and CEO since August 2014; serves as a director nominee and leads the Board .
- Board independence and executive sessions: Compensation and Nominating/Governance Committees are comprised solely of independent directors; independent directors meet in regular executive sessions with rotating presiding directors .
- Committee roles: Compensation Committee members are Paul Danner (member), Kevin Harrington (member), and M. Scot Wingo (Chair); Nominating & Corporate Governance Committee members are Danner, Wingo, and Harrington (Chair) .
- Dual-role implications: As combined CEO/Chairman, Mr. Thakker is not independent; the board mitigates with fully independent key committees and independent director executive sessions .
Director/Executive Compensation (multi-year summary)
| Component | 2023 | 2024 |
|---|---|---|
| Salary | $303,000 | $400,000 |
| Bonus | $100,000 | $200,000 |
| Stock Awards (grant-date fair value) | $670,000 | $844,000 |
| Total | $1,073,000 | $1,444,000 |
Company Performance Context (during Thakker’s leadership)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales | $86,661,944 | $88,934,036 |
| Net Loss | $(5,144,546) (combined Predecessor/Successor 2023) | $(18,832,080) |
| Modified EBITDA | $(709,187) (Predecessor 2023) | $(2,836,376) |
Other disclosures and controls:
- The company reports no material legal proceedings currently pending .
- No related-party transactions above thresholds were reported since December 31, 2023; there is no formal related-party transaction approval policy .
- No compensation consultant was used and no formal market benchmarking was applied in setting 2024–2025 executive pay; the Compensation Committee intends to consider external data prospectively .
- Equity award design and typical vesting cadence (25% at year one, then quarterly to year four) are described in the proxy .
Compensation Structure Analysis
- Mix and risk: 2024 compensation included a substantial equity component ($844k stock awards vs. $600k cash), aligning with long-term incentives while preserving cash; however, minimum annual bonus ($100k) reduces variability in at-risk pay .
- Metric transparency: Annual bonus is tied to corporate and individual objectives, but specific financial/operational metrics and target weights are not disclosed, limiting external assessment of pay-for-performance stringency .
- Equity instrument mix: Emphasis on RS/RSUs in 2023–2024 vs. legacy options (deeply out-of-the-money as of 12/31/2024), shifting risk from options to time-based stock awards, which are less performance-contingent .
- Change-of-control treatment: Single-trigger acceleration if awards are not assumed by an acquirer (target-level payout for performance awards) can create windfalls and influence retention/transaction dynamics .
Equity Ownership & Alignment Diagnostics
- High insider ownership: 9.5% beneficial ownership indicates strong alignment and material exposure to equity value creation .
- Vesting and supply: Time-based vesting cadence can create predictable selling windows; no pledging/hedging specifics disclosed in proxy (Insider Trading Policy referenced) .
- Option overhang: Legacy CEO options at $363.17 strike (expiring 8/1/2025) were far out-of-the-money vs. $1.09 fair value at 12/31/2024, reducing option-exercise overhang; ongoing RS/RSU vesting remains the principal supply source .
Risk Indicators & Red Flags
- Governance structure: CEO also chairs the board; independent committees and executive sessions partially mitigate, but absence of an explicitly disclosed lead independent director may concern some investors .
- Change-of-control acceleration: Single-trigger acceleration if awards are not assumed could be shareholder-unfriendly versus double-trigger standards .
- Related-party policy: No formal related-party transactions approval policy disclosed (though none reported) .
- Operating performance: Larger 2024 net loss and negative Modified EBITDA signal execution risk in scaling and integrating businesses .
Employment Terms (detail)
| Provision | Detail |
|---|---|
| Start as CEO/Chairman | August 2014 |
| Employment Agreement (latest) | Effective July 1, 2023; base salary $250k increased to $400k; minimum annual bonus $100k (cash/stock) |
| Termination Without Cause | Compensation for balance of the term |
| Change of Control | May resign within 6 months and continue to be paid per agreement |
| Non-Compete | During term and one year post-termination; confidentiality continues |
| Equity CoC Mechanics | If awards not assumed: immediate vesting/target payout; RS/RSU restrictions lapse; payment within 45 days |
Investment Implications
- Alignment vs. transparency: High insider ownership (9.5%) and ongoing equity grants align incentives, but lack of disclosed quantitative performance metrics/weights for bonuses and use of time-based RS/RSUs limit pay-for-performance transparency and raise the risk of discretionary outcomes .
- Supply/overhang: Near-term supply is driven more by RS/RSU vesting than by option exercises (legacy options are far out-of-the-money at disclosed fair values), which tempers option-related selling pressure but maintains overhang from time-based vesting .
- Transaction dynamics: Single-trigger CoC acceleration if awards aren’t assumed may create deal-related incentives and potential windfalls; investors should monitor any M&A processes or strategic reviews for alignment with shareholder value .
- Execution risk: Despite modest sales growth, net losses and negative Modified EBITDA underline the need for operating discipline; management explicitly references Modified EBITDA in planning/comp decisions—investors should track improvements in this measure alongside GAAP profitability .
- Governance checks: Independent comp and nom/gov committees and regular executive sessions mitigate some concerns associated with combined CEO/Chair role; absence of a formal related-party policy is a governance gap to watch, albeit with no transactions reported .