Jeffrey Kay
About Jeffrey Kay
Jeffrey Kay is Chief Marketing Officer at SHF Holdings, appointed on September 24, 2025, after joining in April 2025 as Senior Vice President of Marketing . He has more than 30 years of marketing and brand leadership experience across cannabis, financial services, and consumer products, and holds a Bachelor of Science from the University of Maryland College of Business and Management; he is 57 years old . Company-wide, SHFS has emphasized performance-driven executive compensation tied to revenue and growth objectives, reducing base pay in favor of incentives, which frames the incentive context for executives including marketing leadership roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brandfan | Founder & CEO | Jul 2012 – Apr 2025 | Led strategic and creative services across industries; senior marketing leadership |
| 42 Degrees | Chief Marketing Officer | Sep 2024 – Mar 2025 | Oversaw brand development, product strategy, and growth initiatives |
| Devi Holdings | Chief Marketing Officer | Apr 2023 – Apr 2025 | Directed brand and growth strategy in cannabis operations |
| The Marketing Arm (Omnicom) | Senior roles | Not disclosed | Senior agency positions contributing to brand leadership experience |
| EastWest Marketing Group | Senior roles | Not disclosed | Senior agency positions contributing to brand leadership experience |
| DDB Needham | Senior roles | Not disclosed | Senior agency positions contributing to brand leadership experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Devi Holdings | Board member | Not disclosed | Cannabis-related company board role |
| AFC Warehouse Holdings | Board member | Not disclosed | Cannabis-related company board role |
| Fifth Street Floating Rate Corp. (NASDAQ: FSFR) | Board member | Not disclosed | Public financial services company; contributed to governance and strategy |
Fixed Compensation
- Executive-specific cash compensation (base salary, target bonus %) for Jeffrey Kay is not disclosed in the Company’s filings reviewed (DEF 14A, S-1/A, S-1, 8-Ks) .
Performance Compensation
- No Jeffrey Kay-specific incentive plan metrics, targets, actuals, or payout formulas are disclosed in the Company filings reviewed . Company-wide, executive compensation was restructured to lower base pay and increase incentives aligned to “core revenue” growth (deposit/activity/onboarding income, investment income, loan interest income), which sets the broader performance framework for executives .
Equity Ownership & Alignment
| Item | Detail | Notes |
|---|---|---|
| Beneficial Ownership (common stock equivalents) | 8,608 shares | Listed under “Security Ownership of Certain Beneficial Owners and Management”; indicates “*” = less than 1% of shares outstanding (2,953,473 outstanding as of record date) . Footnote indicates composed entirely of incentive stock options vested or vesting within 60 days; 10-year expiration from grant; $2.40 exercise price . |
| Ownership % of outstanding | <1% | Marked as “*” in proxy table; basis 2,953,473 shares outstanding . |
| Options (composition) | Incentive stock options | Vested or vest in next 60 days; 10-year term from grant date; $2.40 strike . |
| Series B Preferred participation | $50,400 investment | Insider participation subject to stockholder approval under Nasdaq Rule 5635(c); allocation of 63 shares of Series B Preferred and 4,057 Series B Warrants . |
| Series B Warrants | 4,057 warrants | Initial exercise price $7.7644 per share; subject to adjustment per warrant terms . |
| Hedging Policy | Prohibited without prior written consent | Company’s Insider Trading Policy prohibits hedging or monetization transactions absent consent from the Chief Strategy & Investment Officer . |
| Pledging | Not disclosed | No pledging policy disclosure identified in reviewed filings . |
| Stock Ownership Guidelines | Not disclosed | No executive ownership guideline disclosure in reviewed filings . |
Employment Terms
- Appointment: Jeffrey Kay appointed Chief Marketing Officer on September 24, 2025; joined SHFS in April 2025 as SVP of Marketing .
- Contract and Severance: No employment agreement, severance, or change-of-control terms specific to Kay are disclosed in reviewed filings .
- Equity Plan Context: The Amended and Restated – 2022 Equity Incentive Plan was amended to increase authorized shares to 626,749 and institute automatic reserve increases to maintain 15% of total outstanding shares annually (and 10% upon “Dilution Event”), supporting ongoing equity-based awards .
- Clawback Policies: Company states equity awards are subject to plan terms and clawback policies, as applicable (disclosed in connection with officer appointments) .
- Insider Trading Policy: Company maintains an Insider Trading Policy governing acquisitions/dispositions of Company securities .
Investment Implications
- Alignment and ownership: Kay’s direct beneficial ownership is small (<1%), but he holds incentive stock options largely vested or vesting within 60 days and invested personally in the September 2025 Series B Preferred financing (63 preferred shares, 4,057 warrants at $7.7644), which increases alignment and potential future equity exposure upon conversion/exercise .
- Potential selling/dilution dynamics: The Series B Preferred/Warrants are subject to stockholder approval and include warrant exercise mechanics; while this can introduce future supply and dilution, restrictions such as 4.99% beneficial ownership caps (as described generally for selling stockholders) and insider trading policies mitigate immediate overhang; exact vesting/lock-up terms for Kay’s instruments are not disclosed .
- Retention risk: With appointment in 2025 and no disclosed severance/change-of-control protections, contractual retention levers for Kay are opaque; however, the broadened equity pool and performance-driven compensation environment suggest incentives to drive core revenue and brand growth, consistent with marketing objectives .
- Governance and risk controls: Hedging is prohibited without prior consent, and clawback policies apply to equity awards, supporting shareholder-aligned behavior; no pledging disclosures were found for Kay .
Data gaps remain: Base salary, target bonus %, specific RSU/PSU grants, vesting schedules, severance and change-of-control terms, ownership guidelines, and any pledging status for Jeffrey Kay are not disclosed in reviewed filings. Continued monitoring of DEF 14A proxy and Item 5.02 8-Ks is recommended for updates .