Jaret Christopher
About Jaret Christopher
Jaret Christopher, 53, became President on March 14, 2025 and Chief Executive Officer on April 1, 2025; he was appointed to the Board on April 23, 2025 and is described as Chairman by November 2025 . He brings extensive SaaS leadership experience, including as GM/VP of CRM Software at WM Technologies (2021–2024) and founder/CEO of Sprout (sold to WM in 2021), with prior SaaS startups led to exits . Early results under his tenure: Q3 2025 revenue $5.9M (flat QoQ), gross margin ~71%, operating income $0.6M, and net income $0.2M (incl. one-time accrual reversal); Adjusted EBITDA positive for three consecutive quarters and >80% recurring revenue mix, with ViceCRM integration completed and cost/lease efficiencies executed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WM Technologies, Inc. | General Manager & VP, CRM Software | 2021–2024 | Led CRM business post-sale of Sprout; SaaS operating leadership in regulated industries |
| Sprout (CRM/marketing software) | Founder & CEO | 2017–2021 (sold to WM 2021) | Founded and scaled CRM/marketing platform; executed sale to WM |
| Multiple SaaS startups | Founder & CEO | Pre-2017 | Built and exited multiple SaaS startups (serial founder track record) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SpringBig Holdings, Inc. (SBIG) | Director (Class II); Chairman (as of Nov 2025 press release) | Appointed Apr 23, 2025; Chair referenced Nov 2025 | Board leadership; dual CEO/Chair role |
- Lead Independent Director: Marc Shiffman .
- Audit Committee: Sergey Sherman (Chair), Marc Shiffman; Compensation and Nominating committees were abolished after OTCQX move (only Audit remains) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base Salary | $450,000 per year | |
| Target Annual Bonus | 50% of then-applicable base salary; discretionary, metrics to be determined | |
| Director Compensation | No additional Board compensation for CEO appointment; Company did not compensate directors for FY2024 or thereafter |
Performance Compensation
| Instrument | Grant/Size | Vesting/Performance Conditions | Payout/Status |
|---|---|---|---|
| RSAs (time-based) | 4,766,251 RSAs under 2022 LTIP | 25% after 12 months of continuous service; remaining 75% vests in equal quarterly installments over next 3 years; subject to service and plan terms (repurchase/separation provisions) | Unvested; time-based vesting in progress |
| RSUs (stock-price milestones) | 8,125,000 RSUs | Milestone 1: 1,932,500 RSUs vest if average close >$1.00 for 180 consecutive trading days; Milestone 2: 1,996,500 RSUs vest if >$2.00 for 180 days; Milestone 3: 2,062,000 RSUs vest if >$3.00 for 180 days; Milestone 4: 2,134,000 RSUs vest if >$4.00 for 180 days. If a higher Milestone is achieved, prior Milestones are deemed vested | Status not disclosed; price triggers require sustained averages |
| Change-of-Control Treatment (Plan) | N/A | Equity Incentive Plan provides for acceleration under certain circumstances upon a “Corporate Transaction” (e.g., sale/disposition ≥50% of outstanding securities), per Section 6(c) | Plan-level acceleration potential (award agreements customary terms) |
| ViceCRM equity consideration (separate from LTIP) | 2,383,126 shares for VICE CRM acquisition; 1,191,563 issued at Closing; 1,191,563 holdback issuable after 12 months of continuous service, subject to indemnity holdback mechanics | Closing on July 31, 2025 issued 772,133 to Christopher; remaining 1,191,563 issuable after 12 months service post-closing; second issuance accounted as compensation; expected to fully vest July 2026 | First tranche issued; second tranche service-based through July 2026 |
Equity Ownership & Alignment
| Category | Detail | Source |
|---|---|---|
| Time-based RSAs | 4,766,251 shares subject to time-based vesting (25% at 12 months, then quarterly over 3 years) | |
| Milestone RSUs (price-based) | Up to 8,125,000 shares subject to four stock-price milestones (180 consecutive trading days at >$1, $2, $3, $4) | |
| ViceCRM acquisition shares (issued) | 772,133 shares issued to Christopher at Closing on July 31, 2025 | |
| ViceCRM acquisition holdback | 1,191,563 shares to be issued after 12 months of continuous service post-closing; subject to indemnity holdback; expected July 2026 vesting per Q3 2025 10-Q | |
| Shares outstanding reference | 48,548,772 shares outstanding as of Sept 30, 2025 (context for scale; not computing % ownership) | |
| Pledging/Hedging | No pledging or hedging disclosures found | (No disclosure found) |
Alignment assessment: Significant unvested, at-risk equity (time-based RSAs and price-milestone RSUs) ties realized pay to sustained stock performance and tenure. The 180-day sustained price hurdles reinforce longer-term TSR alignment .
Employment Terms
| Term | Summary | Source |
|---|---|---|
| Start/Role | Start as President: Mar 14, 2025; CEO effective Apr 1, 2025 | |
| Board Service | Board appointment Apr 23, 2025 (Class II director); no additional compensation; referenced as Chairman by Nov 2025 | |
| Non-Compete/Non-Solicit | Two years post-employment non-compete and non-solicitation of employees and customers | |
| Confidentiality/IP | Broad confidentiality and inventions/assignment obligations; trade secret protections | |
| Arbitration | Employee claims subject to JAMS arbitration in Miami, FL; class/collective action waivers; injunctive relief carve-outs | |
| 409A | Offer structured to comply with Section 409A; specified delay for “specified employees” | |
| Location | HQ Boca Raton, FL; no relocation required; presence at HQ as needed | |
| Definitive Agreements | Company intended to enter employment and related agreements within ~90 days; offer allowed termination if not executed by deadline; later filings confirm CEO role and equity issuance but do not disclose a separate executive employment agreement |
Board Governance
- Structure: Board size increased to six to appoint Christopher; Board independence: all directors except outgoing CEO Harris were deemed independent (per proxy); only Audit Committee maintained; Compensation and Nominating/Governance Committees abolished post-OTCQX move .
- Committees: Audit Committee (Sherman – Chair; Shiffman); meeting cadence disclosed (Board met 7x in 2024; Audit met 4x) .
- Director Compensation: Company did not compensate directors for FY2024 or thereafter; CEO’s Board role is unpaid .
- Dual-role implications: As of Nov 2025, Christopher serves as both CEO and Chairman, partially mitigated by a Lead Independent Director (Shiffman) but with no standing Compensation Committee, heightening governance/oversight risk on pay decisions .
Risk Indicators & Red Flags
- Dual CEO/Chair role and absence of a Compensation Committee may weaken independent oversight of executive pay and performance evaluation .
- Related-party considerations managed via ViceCRM acquisition: all-stock consideration with holdback and indemnity; second issuance treated as compensation; monitor for conflicts given CEO is the seller (acquisition closed July 31, 2025) .
- No disclosures found on pledging/hedging, clawbacks, or severance/change-in-control multiples specific to Christopher (plan-level acceleration exists) [(no specific disclosure)] .
Performance & Track Record
| Metric | Detail | Source |
|---|---|---|
| Profitability | Q3 2025: Returned to profitability; net income $0.2M (incl. one-time accrual reversal) | |
| Revenue | Q3 2025 revenue $5.9M; essentially flat vs Q2 ($5.8M) | |
| Margins | Q3 2025 gross margin ~71%; operating income $0.6M | |
| Cash/EBITDA | Third consecutive quarter of positive Adjusted EBITDA; positive cash from operations YTD ($0.381M) | |
| Strategy execution | ViceCRM integration completed; >80% recurring revenue mix; lease cost reductions and new lease (75% rent reduction) |
Compensation Structure Analysis
- Strong equity-at-risk tilt: Large time-based RSAs plus multi-tier price-milestone RSUs (requiring 180-day sustained price thresholds) meaningfully align realized compensation with TSR and tenure; milestones create high bar for payout and encourage durable price performance .
- Cash vs equity mix: Base salary $450k and 50% target bonus are modest relative to the scale of equity awards; bonus metrics TBD (discretionary) introduce some subjectivity near-term .
- Change-in-control: Plan-level acceleration features on “Corporate Transaction” create retention/risk considerations; absent a disclosed executive-specific severance agreement, the dominant lever is equity .
- Supply/overhang dynamics: Multiple equity components (RSAs, RSUs, ViceCRM holdback) could increase future share issuance; milestone RSUs vest only upon sustained price hurdles; time-based RSAs introduce periodic vest-driven supply as they settle over time .
Vesting Schedules and Potential Selling Pressure
| Award/Instrument | Vesting Trigger | Timing Notes | Selling Pressure Implication |
|---|---|---|---|
| RSAs (4,766,251) | 25% at 12 months of continuous service; remaining quarterly over 3 years | Service-based schedule from start date; subject to repurchase/forfeiture if separation | Potential periodic sell-to-cover on vesting; monitor Forms 4 for tax-related sales |
| RSUs (8,125,000) | Price milestones: >$1, $2, $3, $4 for 180 consecutive trading days (with respective share tranches) | Achieving higher milestone vests all prior milestone tranches | Significant but contingent issuance tied to durable price performance |
| ViceCRM Holdback (1,191,563) | 12 months continuous service post-closing (July 31, 2025) and indemnity resolution | Expected to fully vest July 2026; recorded as compensation expense | One-time issuance timing; monitor for post-issuance liquidity |
Employment & Contracts (Retention, Severance, CoC)
- Retention: Large unvested RSAs/RSUs and July 2026 ViceCRM service-based issuance create meaningful retention hooks .
- Non-compete/Non-solicit: Two-year duration post-employment across employees and customers reduces competitive exit risk .
- Severance/CoC: No executive-specific severance or multiples disclosed for Christopher; plan-level CoC acceleration applies under certain “Corporate Transaction” events .
- Clawbacks/Gross-ups/Deferred comp/Perquisites: Not disclosed for Christopher; standard employee benefits eligibility .
Director Service, Independence, Committees
- Board service: Director since April 23, 2025; unpaid Board role; dual CEO/Chair role by Nov 2025 press release .
- Committees: Audit Committee only (Sherman-Chair, Shiffman); Compensation and Nominating/Governance committees abolished post-OTCQX .
- Lead Independent Director: Marc Shiffman .
- Meeting attendance (context): Board met 7x in 2024; committee cadence disclosed (pre-Christopher), each director attended ≥75% of applicable meetings in 2023–2024 .
Investment Implications
- Alignment: A heavily equity-tilted package, with stringent stock-price milestones (180-day averages), ties realized compensation to durable TSR and may reduce short-termism risk; large unvested equity and ViceCRM holdback support retention .
- Supply/overhang: Time-based RSAs and potential future milestone RSU vesting, plus ViceCRM holdback issuance around July 2026, can add share supply; monitor Form 4 activity for sell-to-cover/tax events and any 10b5-1 plans (not disclosed here) [(no Form 4s in documents above)].
- Governance risk: Combined CEO/Chair role and lack of a standing Compensation Committee may weaken independent oversight on pay and performance; presence of a Lead Independent Director partially mitigates .
- Early execution: Under Christopher, profitability and margin improvement were delivered with stable revenues and positive Adjusted EBITDA streak; integration of ViceCRM and cost discipline are positives, but sustainability will hinge on continued execution and market backdrop .