Sergey Sherman

About Sergey Sherman

Sergey Sherman, age 54, has served as an independent Class III director of SpringBig Holdings, Inc. (SBIG) since June 14, 2022, with a background spanning investment banking, private equity, leveraged finance and credit; he is Managing Director – Investments at Tuatara Capital (CFO of Tuatara until June 2022), and previously held roles at Société Générale, RBC Capital Markets, J.P. Morgan, GE Capital, and began his career as a U.S. Navy nuclear submarine officer; he holds a B.S. in Electrical Engineering from Carnegie Mellon University and an MBA from The George Washington University . The Board has determined he is independent under Nasdaq standards, and he serves as Audit Committee Chair and the Board’s designated “audit committee financial expert” based on education and experience .

Past Roles

External Roles

No other public company directorships are disclosed for Mr. Sherman in SBIG’s 2023 and 2025 proxy statements .

Board Governance

• Board classification and tenure: Class III director; has served since the business combination closing on June 14, 2022, with Class III terms expiring at the third annual meeting following effectiveness of the Certificate of Incorporation .
• Independence: Board determined all directors other than the CEO (Jeffrey Harris) are independent under Nasdaq/SEC standards; Sherman is independent .
• Committee assignments: Currently serves on the Audit Committee and is the Audit Committee Chair; designated as “audit committee financial expert” .
• Committee structure changes: Compensation and Nominating/Corporate Governance Committees were abolished on September 1, 2023, following delisting from Nasdaq and transition to OTCQX; only the Audit Committee remains .
• Board and committee meetings and attendance: Board met 4 times in 2023 and 7 times in 2024; Audit Committee met 3 times in 2023 and 4 times in 2024; each director attended ≥75% of the Board and committee meetings during 2023 and 2024 (and ≥75% in 2022) .
• Lead Independent Director: As of Jan 29, 2025, Marc Shiffman serves on the Board and is identified as Lead Independent Director .

Committee Membership Timeline

Fixed Compensation

• Policy framework (post-business combination, per 2023 proxy): annual cash retainer for Board members $75,000; Audit Chair $17,000; Audit member $6,000; Compensation Chair $10,000/member $3,500; Nominating Chair $9,000/member $3,000 .
• Actual director compensation for Mr. Sherman:
  • 2022: Cash fees $40,500; RSU grant-date fair value $49,250; Total $89,750 .
  • 2023: Cash fees $20,250; RSUs $12,250; Total $32,500 .
  • 2024: Company did not compensate any directors for FY2024 or thereafter (implies $0 for directors) .

Footnote: 2023 proxy policy also states each non-employee director receives an annual grant of 25,000 RSUs vesting annually over three years, subject to plan limits .

Performance Compensation

• RSU program: For the post-business combination Board, non-employee directors were to receive annual grants of 25,000 RSUs vesting annually over three years, subject to plan limits .
• Performance metrics: No performance-based metrics disclosed for director compensation; RSUs are time-based .
• 2024 program status: The Company did not compensate directors for FY2024 or thereafter; no RSUs for 2024 .

Other Directorships & Interlocks

No other public company board roles for Mr. Sherman are disclosed in the SBIG proxy biographies .

Expertise & Qualifications

• Financial expertise: Audit Committee Chair and SEC-defined “audit committee financial expert,” meeting Nasdaq financial sophistication requirements .
• Capital markets/M&A: 20+ years across investment banking and finance; prior leadership in financial sponsors groups and leveraged finance at Société Générale, RBC, J.P. Morgan; corporate M&A at GE Capital .
• Education: B.S. Electrical Engineering (Carnegie Mellon); MBA (The George Washington University) .
• Military/technical: U.S. Navy nuclear submarine officer early career .
• Industry exposure: Cannabis sector investing via Tuatara Capital .

Equity Ownership

• Beneficial ownership (as of Jan 29, 2025): Mr. Sherman is listed with a dash (“—”) in the beneficial ownership table, indicating no reportable ownership and less than 1% of outstanding common stock .
• Direction of director compensation to affiliate: All cash compensation for Mr. Sherman was paid to Tuatara Capital, L.P., and all restricted stock awarded for Board service is held for the benefit of Tuatara Capital, L.P.; Mr. Sherman has no voting or investment power over such stock .
• Significant shareholder affiliation: Tuatara Capital Fund II, L.P. beneficially owns ~9.7% of SBIG common stock .

Insider Trades (Form 4)

Governance Assessment

• Positives

  • Independent director with deep financial expertise; designated audit committee financial expert and serving as Audit Chair, with regular private sessions with auditors noted in committee description .
  • Attendance and engagement: Board met more frequently in 2024 (7 meetings vs. 4 in 2023), Audit met 4 times in 2024; each director attended ≥75% in 2023 and 2024 (and ≥75% in 2022), indicating baseline engagement .
  • Presence of a Lead Independent Director (Marc Shiffman) to coordinate non-management oversight .

• Watch Items / Potential Red Flags

  • Affiliation with significant shareholder: Mr. Sherman is an executive at Tuatara Capital while Tuatara Capital Fund II, L.P. holds ~9.7% of SBIG; although the Board deems him independent, this affiliation warrants monitoring for related-party issues and recusal practices .
  • Compensation directed to affiliate: All of Mr. Sherman’s director compensation (cash and equity) is paid/held for the benefit of Tuatara Capital, L.P., with Mr. Sherman lacking voting/investment power over the stock—this reduces direct ownership alignment (“skin in the game”) at the individual level .
  • Governance structure: Following delisting from Nasdaq to OTCQX in September 2023, the Board abolished Compensation and Nominating/Governance Committees, concentrating oversight at the Board level; sustained effectiveness should be monitored .
  • 2024 Director pay elimination: The Company did not compensate directors for FY2024 or thereafter; while cost-conscious, this may affect director recruitment/retention and alignment if equity is also halted .

Director Compensation (Detail)

Notes: RSU grants to non-employee directors vest annually over three years . Company disclosed no compensation to directors for FY2024 or thereafter . All of Mr. Sherman’s cash/equity compensation was paid/held for the benefit of Tuatara Capital, L.P.; he has no voting or investment power over such stock .

Equity Ownership Snapshot (as of Jan 29, 2025)

Related Party and Structural Context

• SPAC and investor arrangements: Post-business combination agreements included Voting & Support Agreements, Subscription Agreements (PIPE), Amended and Restated Registration Rights Agreement, and Sponsor Escrow (earnout) arrangements involving Tuatara/TCAC Sponsor .
• Beneficial ownership structure: TCAC Sponsor, LLC (3.87M shares) and Tuatara Capital Fund II, L.P. (600k shares) aggregate to 4.47M shares; Sponsor is controlled by a three-person manager board (rule-of-three) and Fund II is the sole member of Sponsor .

Attendance & Meetings

Governance Summary

• Sherman strengthens financial oversight as an independent Audit Chair and financial expert with consistent attendance, which supports investor confidence in controls and reporting .
• Key risk monitoring areas include his affiliation with a 9.7% shareholder (Tuatara Capital Fund II, L.P.) and the practice of directing his director compensation/stock to Tuatara Capital, which reduces personal ownership alignment; investors should monitor recusals and related-party disclosures .
• Structural changes after delisting (abolishing two standing committees) elevate the importance of the Audit Committee and full Board processes, which should be evaluated over time for sustained effectiveness .