Steve Handy
About Steve Handy
Steve D. Handy serves as Chief Financial Officer at Giftify, Inc. since August 23, 2024, and is also the Company’s Secretary for proxy-related matters . He is a California-licensed CPA and CGMA, with a B.S. in Management from California State University, San Marcos, and prior public-company CFO experience including Sacks Parente Golf (IPO, controls, NetSuite ERP), Opti-Harvest, Tix Corporation (2010–2021), SM&A, and Dot Hill Systems . Company performance context: Giftify annual revenues declined from FY2022 to FY2023 and modestly improved in FY2024, while EBITDA losses widened; detailed figures are provided below (S&P Global data) *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sacks Parente Golf (NASDAQ: SPGC) | Chief Financial Officer | — | Led IPO; implemented NetSuite ERP; supported accelerated revenue growth in H1 2024 vs 2023 |
| Opti-Harvest, Inc. | CFO and Director of Operations | — | Oversaw financial strategy and operational management |
| Tix Corporation | Chief Financial Officer | 2010–2021 | Led financial operations at a public entertainment ticketing company |
| SM&A | Senior Financial Role (incl. CFO capacity) | — | Leadership at NASDAQ-listed professional services firm |
| Dot Hill Systems | Senior Financial Role | — | Managed operations in Europe at public technology manufacturer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GoCompliance LLC | Founder | 2018–present | Compliance advisory founder role |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | — | 72,000 |
| Annual Bonus ($) | — | 9,000 (accrued and paid after year-end) |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | 804,000 |
Notes:
- Handy’s employment effective August 23, 2024 .
- Company did not use compensation consultants or formal benchmarking in 2024–2025; future benchmarking anticipated .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Corporate and individual goals (aligned to strategy, operations) | Not disclosed | Set at outset by Comp Committee | Determined post-year-end | % of base salary-based target | Cash; timing after year-end |
| Equity Options (2019 Plan) | Share price appreciation (options at ≥ FMV grant date) | N/A | N/A | N/A | Intrinsic value upon exercise | Typical vesting: 25% at 1-year anniversary; remainder quarterly to 4 years; vesting ceases at termination |
Outstanding awards (as of June 30, 2025):
- 4/1/2024 grant: 133,333 options exercisable; 66,667 unexercisable; $4.01 strike; expires 4/1/2034 .
- 2/1/2025 grant: 25,000 options exercisable; 75,000 unexercisable; $0.92 strike; expires 2/1/2035 .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 183,953 shares; 0.6% of shares outstanding (30,517,953 outstanding on Aug 15, 2025) |
| Breakdown | 25,620 shares owned + 158,333 vested options (exercisable within 60 days) |
| Vested vs Unvested | Vested/exercisable options 158,333; Unexercisable options 141,667 (66,667 from 2024 grant + 75,000 from 2025 grant) |
| Pledging/Hedging | Insider Trading Policy adopted; specific pledging/anti-hedging terms not disclosed in proxy |
| Ownership Guidelines | Equity ownership guidelines exist; compliance status/multiples not disclosed |
Employment Terms
- Role and Tenure: CFO appointment effective August 23, 2024; serves also as Company Secretary for proxy matters .
- Severance/Change-in-Control: Company expects executive agreements providing specified termination benefits; details (multiples, triggers) not disclosed . Under the 2019 Plan, if awards are not assumed in a change in control: all options/SARs fully vest and become exercisable; performance awards pay at target (prorated); RS and RSUs restrictions lapse; payments delivered within 45 days .
- Clawbacks/Indemnification: Indemnification and advancement provided to fullest extent under Delaware law; specific compensation clawback policy not disclosed .
- Deferred Compensation/Pension: No nonqualified deferred compensation plans; defined contribution plan currently not in place . Broad-based benefits expected, including a 401(k), health, dental, life, and disability insurance .
- Compliance Certifications: Handy signed SOX 302 and 906 CFO certifications for Q3 2025 10-Q .
Company Performance During Handy’s Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 97,008,102* | 87,146,804* | 88,934,036 |
| EBITDA ($) | -3,741,779* | -6,811,666* | -15,944,058* |
Values marked with * retrieved from S&P Global.
Compensation Committee Context
- Compensation Committee members: Paul K. Danner (member), Kevin Harrington (member), M. Scot Wingo (Chair). All independent under Nasdaq rules; charter available at https://giftify.com/compensationcommittee .
- Program philosophy emphasizes pay-for-performance via annual cash bonuses tied to corporate/individual goals and long-term alignment through stock options granted at or above FMV and vesting over time .
Investment Implications
- Alignment: Handy’s equity is primarily via stock options, with 158,333 vested and 141,667 unvested as of June 30, 2025. This structure strongly ties compensation to future share price performance but may create exercise/sell windows around vesting and change-in-control events due to accelerated vesting provisions if awards are not assumed .
- Retention risk: Lack of disclosed severance multiples or clear single/double-trigger terms in employment agreements reduces transparency; however, standard plan-level protections apply in change-in-control scenarios, and typical four-year vesting cadence supports retention .
- Governance signals: No disclosed clawback policy and no defined contribution plan currently in place are minor governance drawbacks, partially offset by formal insider trading policies and robust indemnification . Absence of compensation consultant engagement in 2024–2025 suggests potential variability versus market benchmarks until formal benchmarking is adopted .
- Execution context: Company revenues stabilized in FY2024 versus FY2023, while EBITDA losses widened, underscoring a focus on operational improvements. Handy’s prior experience in public company financial controls and systems (e.g., NetSuite ERP) is relevant to strengthening internal controls and scaling processes * .