Borja Cembrero Saralegui
About Borja Cembrero Saralegui
Chief Growth Officer at My Size, Inc. since May 2025; age 33 as of the 2025 proxy . Previously CEO and co-founder of Naiz Bespoke Technologies (Naiz Fit), acquired by MYSZ in October 2022, with a background in fashion-tech, AI deployment in retail, and growth strategy; holds a double degree in Business Administration and Law from Deusto Business School and has taught international marketing there; completed executive training in leadership and organizational efficiency via Mondragon University and Fundación EDE . Company operating performance during his tenure shows sequential revenue growth from $1.46m* in Q4 2024 to $2.57m* in Q3 2025, with EBITDA remaining negative (−$1.28m* in Q4 2024 to −$1.21m* in Q3 2025); values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Naiz Bespoke Technologies (Naiz Fit) | Chief Executive Officer; Co-founder | 2017–2025 (CEO since 2022) | Built and scaled fashion-tech sizing platform; led AI deployment in retail; positioned Naiz Fit for acquisition and integration into MYSZ |
| Teem Players | Co-founder | 2016–2017 | Launched digital sports platform connecting fans to local players; entrepreneurial execution in consumer platform development |
| GrowPro Experience | Business Development | 2015–2016 | Drove BD for advisory platform helping individuals live/study/work abroad; commercial growth experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deusto Business School (Spain) | Professor of International Marketing | Not disclosed (prior to 2025) | Academic engagement and thought leadership; contributes to go-to-market and growth expertise |
| Mondragon University & Fundación EDE | Executive Training: Leadership, People Management, Organizational Efficiency | Not disclosed | Strengthened leadership and organizational effectiveness credentials |
Fixed Compensation
- The latest proxy statement discloses compensation for CEO, CFO, and COO; it does not provide a separate compensation line item for the Chief Growth Officer role or for Mr. Cembrero .
Performance Compensation
- Acquisition-linked contingent consideration and employment conditions associated with Naiz Fit create pay-for-performance and retention levers:
| Component | Amount ($) | Timing | Metric/Condition | Notes |
|---|---|---|---|---|
| Cash Consideration (installments) | Up to 2,050,000 | (i) $500,000 at closing; (ii) up to $500,000 within 45 days of receipt of Naiz 2022 audited FS; (iii) up to $350,000 within 45 days of receipt of Naiz H1 2023 unaudited FS; (iv) up to $350,000 within 45 days of receipt of Naiz H2 2023 unaudited FS; (v) up to $350,000 within 45 days of receipt of Naiz 2024 audited FS | Revenue targets must be met; continued employment/involvement of Borja (Key Person) at payment dates (unless terminated for Good Reason) | Key Person status ties payouts to retention and performance |
| Equity Consideration | 6,000,000 MYSZ shares (aggregate to sellers) | Issued at closing | N/A | Not more than 19.9% pre-issuance outstanding; subsequent shortfall adjustment possible |
| Shortfall Value Adjustment | $459,240 | Within 45 days of receipt of Naiz 2025 audited FS | Based on average closing price pre-closing; subject to revenue target conditions | Determined after Equity Value Averaging Period |
| Lock-Up & Dribble-Out | N/A | 6-month lock-up post-closing; 3-month “dribble-out” thereafter | Prohibits offer, pledge, sale, hedging during lock-up; limits daily sales post-lock-up | Restricts near-term selling pressure; alignment mechanism |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Date |
|---|---|---|---|
| Borja Cembrero Saralegui | 9,923 | Less than 1% | 3,103,076 shares outstanding; July 8, 2025 |
- Anti-hedging: Company insider trading policy prohibits short sales, options, hedging, or speculative transactions in MYSZ stock by directors, officers, and employees, which reduces misalignment risk .
- Clawback: Executive Officer Clawback Policy (Nasdaq Rule 10D-1) mandates recoupment of erroneously awarded compensation in the event of an accounting restatement .
- Pledging: The acquisition lock-up explicitly prohibited pledging during the lock-up period; no ongoing pledging disclosures identified beyond that period .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Role | Chief Growth Officer | Effective May 2025 |
| Employment Agreements | Key Person employment/services agreements with Naiz in connection with acquisition | |
| Non-compete / Non-solicit | Sellers (including Key Persons) agreed to non-competition and non-solicitation restrictions | |
| Lock-up | 6-month lock-up post-closing; additional 3-month “dribble-out” cap by average daily trading volume | |
| Performance-linked Consideration | Cash installment payments contingent on Naiz revenue targets and continued employment/involvement |
Performance & Track Record
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $1,455,000* | $1,479,000* | $2,006,000* | $2,572,000* |
| EBITDA ($USD) | −$1,279,000* | −$1,018,000* | −$380,000* | −$1,210,000* |
Values retrieved from S&P Global.*
- Strategic execution: Naiz Fit umbrella expanded with acquisition of ShoeSize.Me (Sept 2025), adding AI-powered footwear sizing, enhancing cross-selling and data assets (92m shopping experiences; 1.2m shoe models; 6,000+ brands); transaction primarily share-based to protect cash, with milestone vesting warrants issued to a key employee .
Risk Indicators & Red Flags
- Option repricing: Company-wide reduction of option exercise prices to $1.28 on June 4, 2025 for selected employees/officers (CEO, CFO, COO included), signaling compensation environment adjustments amid share price pressure; accelerated vesting for departing CFO’s RS grants .
- Change-of-control vesting: Accelerated vesting terms exist for major restricted stock awards to NEOs (2022 grants; 2024 grants) reinforcing retention but potentially increasing dilution under certain scenarios .
Investment Implications
- Retention risk: Key Person provisions and performance-based cash installments tie Borja’s incentives to Naiz’s revenue milestones and ongoing involvement, reducing near-term attrition risk and aligning effort to growth execution .
- Alignment: Direct ownership is small (<1%), but the acquisition equity and lock-up history, anti-hedging policy, and role accountability at Naiz Fit support alignment; lack of disclosed RSU/option grants for CGO limits visibility into at-risk pay balance .
- Execution signal: Expansion of Naiz Fit via ShoeSize.Me strengthens product breadth and data moat, supporting the growth thesis under Borja’s domain; monitor whether milestone payments and future acquisitions translate to sustained revenue/EBITDA improvement given negative EBITDA baseline* .
- Compensation environment: The 2025 option repricing reflects broader efforts to retain and motivate talent amid share price volatility; track any future equity grants or 8-K updates specific to the CGO for clearer pay-for-performance linkage .