Tim Miller
About Tim Miller
Tim Miller serves as Vice President of Sales at Restaurant.com, a subsidiary of Giftify, Inc., and is designated as a named executive officer in the company’s proxy. The proxy does not disclose his age, education, or tenure dates. Compensation in 2023–2024 was primarily base salary and stock awards with no reported annual bonus, and the filing does not provide TSR, revenue growth, or EBITDA growth tied to his individual performance .
Past Roles
Not disclosed in the proxy or 8-K filings reviewed .
External Roles
Not disclosed in the proxy or 8-K filings reviewed .
Fixed Compensation
Multi-year compensation for Tim Miller (as reported):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $313,000 | $109,000 |
| Bonus ($) | $0 | $0 |
| Stock Awards ($) | $84,000 | $42,000 |
| Option Awards ($) | — | — |
| Non-Equity Incentive Plan Comp ($) | — | — |
| Non-Qualified Deferred Comp Earnings ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | $397,000 | $151,000 |
Notes: Tim Miller is listed as “VP Sales, Restaurant.com.” No annual cash bonus was reported for either year .
Performance Compensation
- Annual cash bonus program exists, with payouts based on corporate and individual objectives; target percentages and actual attainment for Tim Miller were not disclosed in the proxy .
- Equity awards under the 2019 Plan typically vest 25% on the first anniversary of grant and the remainder in equal quarterly installments through the fourth anniversary; individual grant details for Tim Miller were not presented in the outstanding awards table .
Equity Ownership & Alignment
- Tim Miller’s beneficial ownership was not listed in the Security Ownership table; as such, direct/indirect holdings, vested/unvested shares, and options breakdowns are not disclosed for him .
- Equity award program and “equity ownership guidelines” are described at a high level (no specific multiples or compliance status disclosed) .
- Insider Trading Policy is in place for officers, directors, and employees; the proxy references the policy but does not detail hedging/pledging provisions in the filing text .
Employment Terms
- Severance/change-in-control: The company expects to enter into agreements providing specified benefits upon certain terminations, including following change in control; specific multiples or triggers for Tim Miller are not disclosed .
- 2019 Stock Incentive Plan change-in-control mechanics (plan-level): if awards are not assumed by an acquirer, (i) options/SARs become fully vested/exercisable; (ii) performance awards pay out at target on a prorated basis for the elapsed portion, with payment within 45 days; (iii) restrictions on restricted stock and RSUs lapse, with RSUs paid within 45 days .
- Clawbacks: Not discussed in the proxy .
- Ownership guidelines: Referenced but without specific multiples or enforcement details .
Compensation Committee Analysis
- Compensation Committee members: Paul K. Danner (member), Kevin Harrington (member), and M. Scot Wingo (Chair); all are independent per Nasdaq rules .
- Consultants/benchmarking: The company did not retain a compensation consultant or use survey benchmarking in 2024–2025; the committee expects to consider publicly available data in the future (note the filing’s narrative includes cross-industry references) .
Investment Implications
- Limited pay-for-performance disclosure: No target bonus % or performance metrics for Tim Miller; investors lack visibility into his incentive mechanics and payout rigor, which constrains alignment analysis .
- Equity overhang/acceleration risk: Plan-level change-in-control terms include broad acceleration if awards aren’t assumed, which can increase deal-related dilution and payout risk even without individual agreements disclosed .
- Ownership alignment unknown: Absence of beneficial ownership disclosure for Tim Miller prevents “skin-in-the-game” analysis and assessment of pledging/hedging risk; policy references exist but specifics aren’t provided in the proxy text .
- Governance and process: Independent compensation oversight is in place, but no third-party consultant usage suggests potential variability in market competitiveness and structure; investors should monitor future proxy detail quality and any adoption of explicit clawbacks and ownership multiples .