Jeffrey Harris
About Jeffrey Harris
Jeffrey Harris (age 60) is SpringBig’s founder, long-time CEO and current Chairman. He is separating from the CEO role pursuant to a January 15, 2025 Separation Agreement, with his last day as CEO no later than March 31, 2025 (or later if requested for the 2024 10-K or annual meeting); he is expected to remain on the Board as a non‑executive director thereafter . The Board expressly determined that all directors other than Mr. Harris are independent; accordingly, Mr. Harris is not independent . He previously founded InteQ (formerly SHC Direct LLC) in 1997, a loyalty/CRM firm, before founding SpringBig .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpringBig, Inc. (Legacy) / SpringBig Holdings, Inc. | Founder; CEO of Legacy SpringBig; became CEO of SpringBig at merger closing; Chairman of the Board | CEO since founding; CEO of SBIG through separation date no later than Mar 31, 2025; Chair ongoing | Led the company from private stage through de-SPAC; Board Chair |
| InteQ (formally SHC Direct LLC) | Founder | Founded in 1997 | Loyalty/CRM services; related‑party vendor to SpringBig in prior years |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| InteQ (formally SHC Direct LLC) | Founder; controlling equity interest | SpringBig previously engaged InteQ for support/IT services; payments: $153,000 (2022), $13,000 (2023), $0 (2024) |
Board Governance
- Independence: Board determined all directors other than Mr. Harris are independent; Mr. Harris is not independent .
- Chair/Lead: Harris serves as Chairman; Marc Shiffman serves as Lead Independent Director .
- Committees: Only the Audit Committee remains (Compensation and Nominating/Governance Committees were abolished Sept 1, 2023 upon OTCQX move) . Audit Committee members are Marc Shiffman and Sergey Sherman; Sherman is Chair and an “audit committee financial expert” .
- Meetings/Attendance: Board met 4x in 2023 and 7x in 2024; Audit Committee met 4x in 2024; each director attended ≥75% of applicable meetings in 2023–2024 .
Fixed Compensation
| Year/Item | Amount | Notes |
|---|---|---|
| Base Salary (2024) | $450,000 | CEO salary |
| Target Bonus Opportunity (CEO contract) | 137.5% of base salary | From employment agreement; target bonus eligibility |
| Director Cash Fees (2024) | $0 | Company did not compensate any Board members in 2024 or thereafter |
| Separation Period Pay | Continues base salary at $450,000 annualized through separation date | From Execution Date (Jan 15, 2025) until separation date |
| Consulting Agreement | $450,000 total | Payable in 18 monthly installments of $25,000 after separation; terminable for cause |
Performance Compensation
| Award/Metric | Grant/Period | Detail |
|---|---|---|
| RSUs (annual executive comp) | 2023 | Mr. Harris received RSUs with aggregate grant‑date fair value $254,800 (520,000 shares underlying the award) . Vesting generally one‑third per year beginning on first anniversary . |
| RSUs Outstanding (unvested) | As of Dec 31, 2024 | 546,667 RSUs unvested (market value $22,413 at $0.041/share) . |
| Option Awards | 3/17/2019 | 191,254 options; $0.52 exercise; fully vested at business combination close; expire 3/17/2029 . |
| Option Awards | 12/2/2020 | 74,111 options; $1.26 exercise; fully vested at business combination close; expire 12/2/2030 . |
| Separation RSU Grant | At Separation Date | 250,000 RSUs vesting on earlier of Change of Control or Mar 31, 2026 . |
Performance plan metrics and targets (e.g., revenue/EBITDA/TSR) were not disclosed for Mr. Harris’s 2023–2024 awards; the proxy describes use of RSUs and options broadly without specifying performance conditions for his awards .
Separation & Consulting Economics (Contract Terms)
| Element | Economics | Timing/Conditions |
|---|---|---|
| Separation Date (CEO) | Latest of: Mar 31, 2025; date of first annual meeting after Jan 15, 2025 if requested; or 2024 Form 10‑K filing date if requested | Per Separation Agreement |
| RSU Grant | 250,000 RSUs | Granted on separation date; vest on earlier of Change of Control or Mar 31, 2026 |
| “Gaming Commissions” | 3% of Gaming Revenue (2025); 2% (2026) | Paid quarterly by 15th of month after quarter; clawback if customer terminates within 1 year; excludes leads provided by a Board member |
| Consulting Fee | $450,000 total | 18 monthly installments of $25,000; terminable for cause |
| Non‑compete/Non‑solicit | Extended to 36 months post‑separation | Applies to expanded definition including gaming industry |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy does not disclose other public company directorships for Mr. Harris . |
Expertise & Qualifications
- Founder/operator with decades in loyalty/CRM and marketing automation; founded InteQ in 1997 and SpringBig thereafter .
- Deep domain expertise in customer loyalty and cannabis retail marketing; extensive leadership and industry experience cited by the Board in supporting his directorship .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common) | 7,300,756 shares (15.3%) | As of Jan 29, 2025; includes elements below |
| Convertible Notes (as‑converted) | 1,066,666 shares | Shares issuable upon conversion within 60 days |
| Options (exercisable within 60 days) | 265,365 shares | From 2019 and 2020 option grants |
| RSUs (unvested) | 546,667 units | As of Dec 31, 2024 |
| Shares via Medici Holdings V, Inc. | Included | Estate planning vehicle; Harris may be deemed to share investment/voting power |
| Pledging/Hedging | Not disclosed | No pledging disclosure noted in proxy - |
Director Compensation (Board-Level)
- The Company did not compensate any Board members for service in 2024 or thereafter; Mr. Harris also will not be entitled to cash Board fees while he is receiving payments under the Separation or Consulting Agreements .
Related-Party Transactions and Conflicts
- Family Employment: Daughter‑in‑law Natalie Harris (VP, Marketing) earned $247,464 in 2024 ($233,464 salary; $14,000 RSUs); son Sam Harris (VP, Product Development) earned $293,729 in 2024 ($279,729 salary; $14,000 RSUs); Sam’s employment ceased Jan 10, 2025 .
- InteQ Services: SpringBig paid InteQ (founded/controlled by Harris) ~$153,000 (2022), $13,000 (2023), $0 (2024) for services; no formal written agreement; Board approval required for related‑party arrangements .
- Short‑Term Loan: Harris loaned the Company $125,000 in Sept 2023; repaid in Oct 2023 with $2,000 interest at 20% annual rate .
- Insider Participation in Notes: On Jan 23, 2024, Harris purchased $320,000 of 8% Senior Secured Convertible Notes and $80,000 of 12% Senior Secured Term Notes in the Company’s financing .
RED FLAGS: Family members in paid roles ; prior related‑party vendor payments to InteQ ; insider short‑term loan at high annualized rate (20%) ; meaningful consulting/commission economics tied to Gaming Revenue post‑CEO separation .
Employment & Contracts (Key Terms)
- CEO Employment Agreement (post‑merger): Base $450,000; target bonus 137.5% of base; severance equal to one year of salary plus target bonus; 12 months health continuation; acceleration of time‑based equity; similar terms with/without change‑in‑control; subject to release and restrictive covenants .
- Separation/Consulting Agreements: Detailed above (extended non‑compete/non‑solicit; RSUs; commissions; $450k consulting fee) .
Risk Indicators & Governance Context
- Committee Structure: Compensation and Nominating/Governance Committees abolished Sept 1, 2023; only Audit Committee remains—heightens reliance on full Board for comp/governance oversight .
- Auditor Turnover and ICFR: 2024 dismissal of Marcum and engagement of Withum; prior material weaknesses noted in ICFR (accounting expertise and IT change/access controls) .
- Leadership Transition: Concurrent CEO and CFO separation processes underway, led by the Lead Independent Director .
Governance Assessment
- Positives: Established founder‑operator experience; strong attendance; existence of Lead Independent Director; Audit Committee chaired by a financial expert; Board majority independent (excluding Harris) .
- Concerns impacting investor confidence:
- Non‑independence of Board Chair; concentration of influence .
- Abolition of Comp and Nominating/Governance Committees—suboptimal for oversight best practices .
- Multiple related‑party touchpoints (family employment, InteQ services, insider loan) and continuing economic ties via post‑separation consulting and gaming commissions .
- Historical ICFR weaknesses and auditor change (mitigants: Audit Committee oversight; new auditor) .
- Overall: While Harris brings deep domain and company‑specific knowledge, the combination of non‑independence, related‑party relationships, and ongoing economic arrangements post‑separation present governance risk factors that warrant monitoring by investors, particularly around compensation discipline, related‑party approval rigor, and execution of leadership transition .