Kevin Harrington
About Kevin Harrington
Kevin Harrington (age 65) is an independent director of Giftify, Inc., serving since February 13, 2019 (tenure ~4 years as reflected in the board skills matrix). He is a serial entrepreneur and direct marketing executive, an original “Shark Tank” panelist (2009–2011), and currently leads privately held consulting firms Harrington Business Development, Inc. (since 2005) and KBHS, LLC (since November 2015). His board profile highlights e-commerce, marketing/sales, technology/digital, finance/accounting, and gift/discount card industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harrington Business Development, Inc. | Chief Executive Officer | Since 2005 | Founder/operator of consulting firm; transactional expertise |
| KBHS, LLC | Chief Executive Officer | Since Nov 2015 | Private consulting; M&A and capital markets exposure |
| As Seen On TV, Inc. (public) | Chairman of the Board | May 2010 – Apr 2014 | Led direct-marketing-focused public company |
| ABC “Shark Tank” | Panelist | 2009–2011 | Public-facing commercialization and product vetting |
External Roles
| Company | Capacity | Since | Notes |
|---|---|---|---|
| Celsius Corp. | Director | Mar 2013 | Calorie-burning fitness beverages |
| Emergent Health Corp. | Director | Dec 2014 | Nutritional products |
| Redwood Scientific Technologies, Inc. | Director | Apr 2015 | Homeopathic consumer products |
| Good Gaming, Inc. | Advisory Board | Mar 2016 | eSports tournament platform |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member and Chair .
- Committee chairs: Audit Committee chaired by Paul K. Danner; Compensation Committee chaired by M. Scot Wingo; Nominating & Corporate Governance Committee chaired by Kevin Harrington .
- Independence: Giftify’s audit, compensation, and nominating committees are comprised solely of independent directors; Harrington is independent under Nasdaq rules .
- Executive sessions: Independent directors meet regularly in executive session; committee chairs rotate as presiding director .
- Cyber oversight: Audit Committee includes oversight of cybersecurity program and risks .
Fixed Compensation
- Director retainers/fees: Not disclosed in the 2025 DEF 14A. The Compensation Committee reviews and recommends director compensation, but specific cash retainers, meeting fees, and chair premiums are not provided .
Performance Compensation
- Director equity awards and performance metrics: Not disclosed for directors in the 2025 DEF 14A. Executive equity plan (2019 Stock Incentive Plan) described for employees/executives, but no director grant detail or performance metrics for director compensation is provided .
Other Directorships & Interlocks
| Entity | Relationship to GIFT | Potential Interlock Risk |
|---|---|---|
| Celsius Corp., Emergent Health Corp., Redwood Scientific Technologies | External boards | No disclosed business dealings with Giftify; no related-party transactions reported . |
| Good Gaming, Inc. | Advisory role | No disclosed transactions or supply/customer ties with Giftify . |
No related-party transactions above threshold since Dec 31, 2023; policy notes Audit Committee reviews related-party transactions; company lacks a formal related-party transaction approval policy .
Expertise & Qualifications
- Skills matrix attributes for Harrington: Public company board; public company executive; gift/discount card industry; finance/accounting; marketing/sales; technology/digital .
- Board contribution: E-commerce market knowledge; M&A and capital markets transactional experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Breakdown | Notes |
|---|---|---|---|---|
| Kevin Harrington | 360,000 | 1.2% | 360,000 owned; no options/RSUs disclosed for Harrington | Shares outstanding 30,517,953 as of Aug 25, 2025 ; no pledging disclosed; no related-party ties . |
Governance Assessment
- Independence and committee leadership: Positive signal; Harrington’s chair role on Nominating & Corporate Governance and membership on Audit and Compensation aligns with independent oversight and board effectiveness .
- Engagement and attendance: Attendance rates are not disclosed; executive sessions are regularly held, suggesting active independent director engagement . Absence of explicit attendance metrics is a disclosure gap.
- Ownership alignment: 1.2% beneficial ownership provides modest alignment; no pledging or related-party exposures disclosed, reducing conflict risk .
- Compensation governance: Compensation Committee oversight of director pay is in place but lacks transparency on retainers/equity mix and any performance linkage for directors; investors may press for clearer disclosure on director compensation structure .
- RED FLAGS: None explicitly disclosed regarding related-party transactions, hedging/pledging, or option repricing for directors; company states no related-party transactions above threshold and prohibits option repricing without shareholder approval . Disclosure gaps remain for director compensation specifics and attendance.
Overall, Harrington’s independent status, governance chair role, and relevant commercial experience support board effectiveness; investors should monitor future proxies for clearer director pay structures, attendance metrics, and any evolving interlocks that could introduce conflicts .