Suresh Krishnaswamy
About Suresh Krishnaswamy
Leafly’s Chief Financial Officer since September 20, 2021, age 56, with 25+ years across finance and technology spanning global banks and marketplace startups. Prior roles include CFO of Drift (2018–2019), consulting at Remitly (2017) and DataSense Analytics (2015–2017), and Principal at NextLevel Business Consulting (2019–2021). Education: BS in Computer Science (University of Pennsylvania) and MS in Computer Science (University of Texas) . Company context under his tenure includes Nasdaq delisting in January 2025 and a planned “going private” reverse split to deregister and reduce costs, amid debt maturity risk in July 2025 . The Board states Leafly’s stock fell from a high of $231.60 in Q1 2022 to a low of $0.13 on May 5, 2025; cash-out price for fractional shares set at $0.28 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextLevel Business Consulting | Principal | Nov 2019–Aug 2021 | Strategy development for large financial services and technology companies |
| Drift | Chief Financial Officer | Jun 2018–Oct 2019 | Scaled finance for SaaS go-to-market; leadership during growth phase |
| Remitly | Treasury & Pricing Strategy Consultant | Apr 2017–Nov 2017 | Optimized treasury and pricing strategy for fintech platform |
| DataSense Analytics | Principal | Jun 2015–Apr 2017 | Analytics-led finance initiatives for enterprise clients |
| Credit Suisse, Bank of America (Fleet Boston), Credit Agricole, Barclays | Various finance leadership roles | Prior to 2015 | Global banking experience (valuation, treasury, capital markets) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various industry and consulting roles | Principal/Consultant | 2015–2021 | Finance/technology advisory and operating leadership across startups and enterprises |
Fixed Compensation
| Component | Detail | Year(s) | Source |
|---|---|---|---|
| Base Salary | $375,000 under CFO offer letter; at-will employment | Effective Sep 20, 2021; ongoing | |
| Target Bonus | 40% of base salary; paid in cash/equity at Compensation Committee discretion | Ongoing |
2022 summary compensation (for context):
| Metric | 2022 | Source |
|---|---|---|
| Salary ($) | $365,146 | |
| Stock Awards ($) | $359,822 | |
| Non-Equity Incentive (AIP) Cash ($) | $54,750 (75% cash portion of AIP) | |
| All Other Compensation ($) | $20,009 | |
| Total ($) | $799,727 |
Performance Compensation
Annual incentive plans (AIP) and outcomes:
| Year | Plan | Metric | Weighting | Target/Threshold | Actual | Payout |
|---|---|---|---|---|---|---|
| 2022 | 2022 AIP | Top Line Revenue | 50% | $55M for 100% payout | Below $55M | 0% for revenue tranche |
| 2022 | 2022 AIP | Adjusted EBITDA (loss) | 50% | Loss ≤ $27M (100%); ≤ $27.5M (75%); ≤ $28.5M (50%) | Loss ≤ $27M | 100% for EBITDA tranche |
| 2022 | 2022 AIP | Total bonus | — | Target 40% of salary ($150,000 target) | — | $73,000 paid; 75% cash, 25% RSUs |
| 2023 | 2023 AIP | Discretionary based on cash, revenue, adj. EBITDA, macro | — | Committee retained full discretion | — | No awards approved |
| 2024 | 2024 AIP | Discretionary based on cash, revenue, adj. EBITDA, macro | — | Committee retained full discretion | — | No awards approved |
Equity structure and vesting (hire/promised awards and 2018/2021 plan mechanics):
- Promised options equivalent to 1,000,000 pre-closing shares with split vesting: 700,000 time-based (start 9/20/2021) and 300,000 “Milestone Grant” tied to Market Cap and revenue thresholds (2022, 2023), all vest on Change in Control; vesting determined post SEC filings confirming targets . Specific pre-merger strikes at $2.71 with market-cap, revenue, and time-based tranches; valuation models disclosed (Monte Carlo/Black-Scholes) .
- For non-CEO NEOs (including CFO): unvested Liquidity Event and Milestone Options vest in full upon Change in Control; time-based options under 2018 plan forfeited if termination in connection with Change in Control. RSUs under 2021 plan fully vest upon termination within 6 months of a change in control, with performance deemed achieved at target or actual as applicable .
Equity Ownership & Alignment
Beneficial ownership trend:
| As-of Date | Shares Beneficially Owned | % of Outstanding | Source |
|---|---|---|---|
| May 31, 2022 | 1,000 | <1% | |
| May 8, 2023 | 136,158 | <1% | |
| May 31, 2024 | 30,689 | 1.2% | |
| May 1, 2025 | 42,185 | 1.3% |
Outstanding equity awards snapshot (12/31/2024):
| Grant Type | Key Terms | Units | Source |
|---|---|---|---|
| Options (time-based) | Exercise price $165.20 (post-conversion); various lots with exercisable/unexercisable counts | 127 exercisable/29 unexercisable; 4,019 exercisable/927 unexercisable | |
| Options (Liquidity/Milestone) | Exercise price $165.20 (post-conversion); performance-based vesting as defined | 1,641 and 3,282 unexercised (eligibility per plan) | |
| RSUs (time-based) | Annual/new-hire RSUs under 2021 plan | 1,850; 744; 2,272; 4,250 unvested at YE 2024 | |
| PSUs | Eligible to vest upon market cap milestone before Feb 4, 2026 (remaining tranche rules) | 2,468 unearned at YE 2024 |
Hedging/pledging policy:
- Insider Trading Policy prohibits hedging and pledging (margin accounts, collateral pledges) absent advance approval by General Counsel; applies to all directors/officers/employees .
Stock ownership guidelines:
- Not disclosed in the proxies reviewed; skip per instruction.
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date | September 20, 2021 | |
| Role | Chief Financial Officer; at-will | |
| Base & bonus | $375,000 base; 40% target bonus (cash/equity at committee discretion) | |
| Severance (non-CIC) | 50% of annual base salary paid over 6 months; up to 6 months COBRA reimbursement; subject to release | |
| Good Reason (examples) | Material reduction in authority; >10% base pay cut not broadly applied; relocation >25 miles; failure to assume obligations post-CIC (with notice/cure windows) | |
| Change-of-Control (CIC) | CIC defined in 2021 plan; CIC Period starts at public announcement and ends 12 months post-close or if abandoned | |
| CIC termination (CFO) | 50% of base salary over 6 months; up to 6 months COBRA; accelerated vesting of all unvested time-based RSUs and stock options; 90-day option exercise window after termination |
Compensation Structure Analysis
- Pay-for-performance linkage: 2022 AIP had explicit revenue and adjusted EBITDA metrics with equal weighting; payout at 50% of target after revenue miss and EBITDA loss threshold met ($73k paid, 75% cash/25% RSUs) . No AIP awards for 2023 and 2024 despite committee discretion—signals tighter alignment to liquidity/performance conditions .
- Equity mix emphasizes at-risk outcomes: Large portion of option awards tied to market cap and revenue milestones (2018/2021 plans), with CIC accelerations standard for non-CEO NEOs .
- Severance economics are modest relative to peers: 0.5x base salary non-CIC; 0.5x base salary under CIC plus equity acceleration—below typical 1.0–2.0x norms observed for CFOs, suggesting cost discipline .
Performance & Track Record
- Strategic and financial context: Leafly pursued strategic alternatives through 2024, engaged advisors, and negotiated with debtholders; ultimately delisted (Jan 17, 2025) and proposed going private via reverse split and fractional cash-out to reduce holders below 300 and save $1.8–$2.0M annually in reporting costs .
- Share price dynamics: Board cites severe price compression post-SPAC period; cash-out price of $0.28 set as fair value with premium to recent VWAPs and closing prices pre-definitive proxy .
Note: Quarterly financials via S&P Global were unavailable for LFLY’s recent periods in this environment, so AIP metric outcomes are used as disclosed in the proxy .
Board Governance (context)
- Committees and independence: Audit Chair—Jeffrey Monat; Compensation Chair—Andres Nannetti; Nominating & Governance Chair—Jeffrey Monat. Monat and Nannetti determined independent under Nasdaq/Exchange Act standards; Peter Lee served on committees in 2024 before becoming President/COO .
Risk Indicators & Red Flags
- Going concern pressures and debt maturity: Secured debtholder could foreclose upon default at July 1, 2025 maturity; ongoing exploration of capital raise .
- Reduced disclosure/liquidity: After Form 15, compensation and ownership for officers/directors will cease to be publicly available; trading limited to OTC Pink or private sales .
- Hedging/pledging controls: Policy restricts hedging/pledging; mitigates misalignment risk from collateralized holdings .
Investment Implications
- Retention risk appears manageable near term given modest severance and typical CIC equity acceleration; however, company-level solvency and go-private execution are dominant risks vs. individual compensation levers .
- Pay-for-performance design (explicit revenue/EBITDA AIP, milestone/options) historically constrained payouts in weak environments (no bonuses for 2023–2024), aligning incentives to real cash and performance thresholds .
- Ownership alignment is present but not concentrated (1.3% beneficial ownership as of May 1, 2025); policies restrict hedging/pledging, and CIC acceleration is standard—signals governance discipline amid liquidity constraints .