Karen Hartje
About Karen Hartje
Karen Hartje (age 67) is Sezzle’s Chief Financial Officer, serving since April 2018. She is a former CPA (expired) with a B.A. in accounting from the University of Minnesota and prior leadership roles in finance and credit management at Bluestem Brands, KPMG, U.S. Bank, and Lenders Trust . During her tenure, SEZL revenues rose from $125.6M in FY 2022 to $271.1M in FY 2024, while EBITDA improved from -$9.6M to $137.4M*; the company’s incentive design emphasizes adjusted pre-tax/net income in annual bonuses and TSR/service-based equity for long-term pay (Revenues and EBITDA values from S&P Global)*.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $125,570,441 | $159,356,772 | $271,127,890 |
| EBITDA ($USD) | $-9,614,695* | $45,619,320* | $137,415,810* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bluestem Brands | Founding team; led Finance; FP&A and credit policy leadership | — | Led financial planning and analysis, credit policies, forecasting at a retail finance company exceeding $1B in sales |
| KPMG | Early career in accounting | — | Foundation in audit/accounting |
| U.S. Bank | Senior leadership positions | — | Finance/credit senior leadership experience |
| Lenders Trust | Senior leadership positions | — | Finance/credit senior leadership experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Conn’s, Inc. | Director | Through Dec 31, 2024 | Served on public company board |
| Saint Paul Figure Skating Club, Inc. | Treasurer | Current | Non-profit board role |
Fixed Compensation
| Year | Base Salary (paid) | Base Salary (set/approved) | All Other Compensation (401k/benefits) |
|---|---|---|---|
| 2024 | $342,058 | $346,500 (salary level for 2024 per framework) | $20,816 |
| 2023 | $327,884 | — | $20,018 |
Notes:
- Company engages FW Cook for benchmarking; compensation objectives emphasize competitive pay and stakeholder value .
Performance Compensation
Annual Bonus (PSIP)
| Year | Metric | Target Framework | Actual Payout (Cash) | Stock Component | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 | Adjusted pre-tax income | Baseline payout targets 0–100% based on Company goals | $85,000 | — | Cash PSIP; paid for FY 2023 |
| 2024 | Adjusted net income | PSIP pool = 10% of adjusted net income; individual payouts discretionary | $155,000 | $231,960 in unrestricted stock for Hartje, issued Mar 20, 2025 | Unrestricted stock issuance under PSIP; immediate on issuance |
Long-Term Incentives (LTIP)
| Grant Date | Instrument | Quantity | Grant/Reference Price | Vesting Schedule | Performance Criteria |
|---|---|---|---|---|---|
| Apr 10, 2023 | RSUs | 21,053 (unearned at 12/31/2023 table) | $20.52 (valuation at 12/31/2023) | 4 years; 25% on Jan 1, 2024, remainder quarterly thereafter | Service-based vesting in 2023–2024 framework |
| Apr 1, 2024 | RSUs | 60,000 | $42.63 (valuation at 12/31/2024) | 4 years; 25% on Apr 1, 2025, remainder quarterly thereafter | Service-based vesting |
| Jul 27, 2020 | Options | 78,954 (exercisable) | $5.32 | Vested 25% at 1-year; remainder monthly over 36 months; expires 7/27/2029 | Time-based |
| Aug 26, 2018 | Options | 273,948 (exercisable) | $0.32 | Vested 25% at 1-year; remainder monthly over 36 months; expires 8/26/2028 | Time-based |
| Apr 15, 2031 (grant ref: LTIP 2020) | Options | 61,686 (exercisable) | $8.68 | LTIP 2020, vesting met for 2020; not met for 2021/2022; expires 4/15/2031 | TSR vs S&P/ASX All Tech Index; one-third eligible annually; 2021–2022 not met |
Historical LTIP Framework (2020 cycle):
- Performance metric: Company TSR vs S&P/ASX All Technology Index (ex materials/energy); pro rata vesting between 51st–90th percentile; 100% if ≥90th percentile; one-third eligible each year 2020–2022; 2021–2022 not met .
Equity Ownership & Alignment
| As of | Beneficial Ownership (shares) | % of Outstanding | Options Included | RSUs Due Soon | Pledging/Hedging |
|---|---|---|---|---|---|
| Apr 21, 2025 | 464,610 | 1.37% (out of 33,964,824 shares) | Includes options to purchase 372,198 shares | 25% of Apr 1, 2024 RSUs (60,000) vest on Apr 1, 2025; ongoing quarterly thereafter | No pledging disclosed for Hartje; company notes CEO pledged shares (context) |
| Apr 15, 2024 | 81,985 | 1.43% (out of 5,663,614 shares) | Includes options to purchase 69,098 shares | 25% of Apr 10, 2023 RSUs vested Jan 1, 2024; quarterly thereafter | No pledging disclosed for Hartje |
Ownership guidelines: Not specifically disclosed; Security Ownership table provides beneficial ownership and option inclusion .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | CFO since April 2018 |
| Employment Agreement | Dated June 1, 2019; sets base salary and equity eligibility |
| Non-Compete/Non-Solicit | Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement; 1-year post-termination non-compete/non-solicit obligations |
| Notice/Severance | Company may terminate other than for cause with 12 months’ notice (6 months for Hartje); may pay cash equal to regular compensation over applicable notice period in lieu of notice |
| Change of Control | If terminated by Company in connection with or within 3 years following a change of control (as defined), all stock options immediately vest and become exercisable |
| Clawback | Awards subject to forfeiture/disgorgement under Company policies, law, and listing standards (2021 Equity Incentive Plan) |
| Perquisites | Broad-based benefits (health, vision, dental); 401(k) matching; no additional perquisites disclosed |
Outstanding Equity Awards (Hartje) – Year-End 2024
| Instrument | Quantity (exercisable) | Exercise Price | Expiration | Notes |
|---|---|---|---|---|
| Options | 273,948 | $0.32 | 8/26/2028 | New hire option; 25% at 1-year, remainder monthly |
| Options | 78,954 | $5.32 | 7/27/2029 | Time-based vesting; 25% at 1-year, remainder monthly |
| Options | 61,686 | $8.68 | 4/15/2031 | LTIP 2020 component; 2021–2022 performance not met |
| RSUs (2023 grant) | 71,064 (unearned) | — | — | Long-term incentive RSUs; 25% on Jan 1, 2024, then quarterly; value based on $42.63 at 12/31/2024 ($3,029,458) |
| RSUs (2024 grant) | 60,000 (unearned) | — | — | 25% on Apr 1, 2025, then quarterly; value based on $42.63 at 12/31/2024 ($2,557,800) |
Multi-Year Compensation (Hartje)
| Year | Salary | Stock Awards | Nonequity Incentive (PSIP Cash) | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $342,058 | $914,560 (includes $231,960 unrestricted stock from PSIP) | $155,000 | $20,816 | $1,432,434 |
| 2023 | $327,884 | $577,412 | $85,000 | $20,018 | $1,010,314 |
| 2022 | $266,347 | — | — | $16,670 | $283,017 |
Compensation Structure Notes
- Framework: Base salary + Profit-sharing Incentive Plan (annual) + Long-Term Incentive Plan (equity under 2021 EIP) .
- 2023 PSIP: Baseline payout range 0–100% tied to adjusted pre-tax income; Company determined 50% payout of the goal .
- 2024 PSIP: Pool set at 10% of adjusted net income; individual payouts discretionary; portion paid in unrestricted stock and reflected in Stock Awards .
Compensation Committee and Consultants
- Compensation Committee oversees executive compensation and engaged FW Cook in 2022; plans to engage FW Cook again in 2025 to assess structure .
Risk Indicators & Red Flags
- Change-of-control acceleration applies to stock options (single-trigger tied to termination within 3 years post-CoC by Company); RSU acceleration not specifically disclosed .
- No pledging disclosed for Hartje; Company discloses CEO pledging as a broader governance context .
- Clawback provisions embedded in equity plan; administrator may accelerate or claw back under policy/law .
Investment Implications
- Pay-for-performance alignment: Annual bonuses tied to adjusted pre-tax/net income with discretionary allocation; 2024 PSIP included stock grants issued March 20, 2025 ($231,960), which can align incentives but may introduce supply around issuance/vesting dates .
- Ongoing vesting cadence: Significant RSU tranches from 2023 and 2024 vest quarterly following initial 25% cliffs (Jan 1, 2024; Apr 1, 2025), creating predictable potential selling pressure windows for liquidity management .
- Ownership alignment: Hartje beneficially owns 464,610 shares (1.37%) including options to purchase 372,198 shares as of April 21, 2025; no pledging disclosed, supporting alignment and lower governance risk versus pledged holdings .
- Retention and transition risk: Contractual six-month notice period (Hartje) with option for cash in lieu indicates moderate severance economics; non-compete/non-solicit of one year mitigates immediate competitive risk in a transition .
- Execution track record context: Company performance improved materially in FY 2024; revenues and EBITDA strengthened, while LTIP shifted toward service-based RSUs post-2020 TSR program, reducing payout uncertainty but also lowering pure performance sensitivity (Revenues and EBITDA values from S&P Global)*.
*Values retrieved from S&P Global.