Terrance Mendez
About Terrance Mendez
Terrance E. “Terry” Mendez is Chief Executive Officer of SHF Holdings (Safe Harbor Financial) since February 2025 (initially appointed Co-CEO January 21, 2025) and has also served as Interim Chief Financial Officer since June 2025; he is a director of the company and age 50 . He is a CPA (NY, NJ, CO), CGMA, and holds a BS in Economics from the Wharton School, University of Pennsylvania . Under his tenure, SHFS executed a $24M recapitalization eliminating $19M of debt, regained Nasdaq compliance, reported $6.8M cash and receivables as of September 30, 2025 (received by October 8), averaged $108M monthly deposits, 774 active accounts, and posted Q3 2025 net income of $179,508 ($0.06/diluted share) aided by a $3.3M gain on settlement of forward purchase obligations . He signed the Q3 2025 10-Q as both CEO and CFO, reflecting dual operating responsibility for controls and certifications .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| 42 Degrees (cannabis extractor/distributor) | Chief Financial Officer | Nov 2023 – May 2025 | Finance leadership for extraction and distribution platform |
| Devi Holdings (MSO) | Chief Executive Officer | Feb 2022 – Feb 2024 | Led a vertically integrated multi‑state cannabis operator |
| Dalwhinnie Enterprises (cannabis) | Chief Executive Officer | Dec 2019 – Apr 2021 | Ran a single‑state vertically integrated operator |
| Hitachi Vantara (subsidiary of Hitachi Ltd.) | VP Finance & Chief Accounting Officer | Jul 2017 – Aug 2019 | Senior finance leadership at a tech conglomerate subsidiary |
| Arrow Electronics | VP & Chief Audit Executive | Mar 2014 – Nov 2016 | Oversaw internal audit at global electronics components company |
| Broadridge Financial Solutions | VP FP&A; Segment Financial Controller | Sep 2011 – Mar 2014 | Led FP&A and segment controllership at fintech services firm |
| Arthur Andersen & Deloitte | Public accounting (14 years) | Prior to 2011 | Assurance and advisory experience; foundation for CPA/CGMA |
External Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Amos Advisory Solutions (“AMOS”) | Chief Executive Officer | Aug 2016 – present | Management/outsourced consulting; platform for executive roles across cannabis-related businesses |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Notes |
|---|---|---|---|
| 2025 | 360,000 | Up to 100% | Three‑year CEO employment agreement signed Jan 21, 2025; severance equal to 1x then‑current base salary if non‑renewal/termination without cause |
Performance Compensation
Option Awards
| Grant date | Instrument | Shares | Exercise Price | Term | Vesting Schedule |
|---|---|---|---|---|---|
| Jan 21, 2025 | Stock Option | 32,700 | $8.00 | 10 years | 1/3 vested on grant; 1/3 vests Jan 21, 2026; 1/3 vests Jan 21, 2027 |
| Various (exercisable within 60 days of Oct 16, 2025) | Stock Options | 91,751 | $2.40 | Not disclosed | Exercisable within 60 days of Oct 16, 2025; specific vesting terms not disclosed in filing |
| Various (exercisable within 60 days of Oct 16, 2025) | Stock Options | 10,900 | $8.00 | Not disclosed | Exercisable within 60 days of Oct 16, 2025; aligns with immediate tranche of 1/3 from Jan 21, 2025 grant |
Notes:
- LTI plan terms “to be determined by the Board” in the CEO agreement; no specific annual PSU/RSU program or performance metric weighting disclosed for 2025 in cited filings .
Equity Ownership & Alignment
| As-of reference | Total Beneficial Ownership (shares) | % of Outstanding | Option Detail (exercisable within 60 days) |
|---|---|---|---|
| Record dates in Oct 2025 (2,953,473 shares outstanding) | 102,651 | 3.4% | 10,900 options @ $8.00; 91,751 options @ $2.40 (exercisable within 60 days after Oct 16, 2025) |
Alignment observations:
- Ownership stake of ~3–3.4% indicates meaningful skin‑in‑the‑game relative to a microcap float; options exercisable within 60 days create potential liquidity events around vesting/exercise windows .
Employment Terms
| Item | Term |
|---|---|
| Role transitions | Appointed Co‑CEO effective Jan 21, 2025; became sole CEO after Feb 28, 2025; appointed Interim CFO after prior CFO resignation in June 2025 |
| Agreement term | Three‑year CEO employment agreement effective Jan 21, 2025 |
| Base salary | $360,000 (as of June 30, 2025) |
| Target annual bonus | Up to 100% of base salary |
| Long‑term incentives | Equity awards under company plan; Jan 21, 2025 option grant of 32,700 shares @ $8.00 as described above |
| Severance | If non‑renewed or terminated without cause: cash severance equal to 1x then‑current base salary |
| Non‑compete / non‑solicit | 10‑month non‑compete and non‑solicitation post‑termination |
| Change‑of‑control terms | Not disclosed in cited filings |
Board Governance & Director Service
- Director: Signed S‑1 on Oct 20, 2025 as CEO, Interim CFO, and Director (Principal Financial Officer) .
- Independence: As CEO, Mendez is not considered independent under Nasdaq rules; Board disclosed four of five directors as independent in 2025 .
- Committees: Audit (Summers, Niehaus, Carleton); Compensation (Carleton, Niehaus, Summers); Nominating & Corporate Governance (Summers, Niehaus, Carleton, Braun); Mendez is not listed on these committees .
- Lead independent: Jonathon F. Niehaus serves as Board Chair and lead independent director .
- Meeting activity: In 2024, Board held 5 meetings with all directors meeting at least 75% attendance; provides a baseline for governance engagement (latest disclosed) .
- Dual‑role implications: As both CEO and Interim CFO, and a director, Mendez concentrates executive authority and financial control responsibilities; he signed SOX 302 certifications and the Q3 2025 10‑Q in both capacities .
Director Compensation (context for non‑employee directors)
- 2024 non‑employee director framework: $12,500 cash per quarter; $1,500 per committee meeting; $2,000 per Board meeting; chair retainers—Audit $20,000, Compensation $15,000, Nominating $10,000; Board Chair additional $60,000. Ms. Seefried did not receive Board fees (employee director) .
Performance & Track Record
- Liquidity and capital structure: Completed $24M recapitalization eliminating $19M in debt; regained Nasdaq minimum bid compliance (April 2025) .
- Balance sheet runway: $6.8M in cash and Series B proceeds receivable as of Sep 30, 2025 (received by Oct 8), funding 12 months of operations .
- Operating KPIs: Average monthly deposit balances at $108M (Q/Q +6%, Y/Y −3%); active accounts 774 (Q/Q +2%, Y/Y +4%) as of Sep 30, 2025 .
- Profitability snapshot: Q3 2025 net income of $179,508 ($0.06/diluted share) including $3.3M gain on settlement of forward purchase obligations .
- Governance actions: Restructured management team and Board; leveraged stock‑based compensation to align incentives .
Capital, Dilution, and Management Participation Signals
- Authorized share increase and reverse split authority were taken to shareholders in October–November 2025 special meeting materials, reflecting capital flexibility priorities .
- Management participation: Officers/directors purchased an aggregate of 284 shares of Series B Convertible Preferred Stock and 5 SPA Warrants; up to 54,869 common shares could be issued to management participants upon conversion/exercise, which the proxy notes could be dilutive to non‑participants if approved .
Investment Implications
- Alignment and retention: A three‑year CEO agreement with 1x salary severance and a meaningful option package (including immediate and near‑term exercisability) supports retention but creates identifiable vest/exercise windows that may contribute to near‑term supply if liquidity is needed .
- Pay‑for‑performance visibility: Cash bonus opportunity is up to 100% of salary, but specific annual performance metrics/weightings were not disclosed for 2025; equity LTI governed by Board, limiting transparency into pay‑performance calibration until future proxy filings .
- Governance risk/mitigation: CEO concurrently acting as Interim CFO and director concentrates authority and could pressure oversight; offsetting factors include an independent committee structure and a lead independent director .
- Execution track record: Early tenure results include debt reduction, restored listing compliance, and improving operating KPIs with positive Q3 EPS (driven by a liability settlement gain), suggesting near‑term stabilization and liquidity runway to pursue growth initiatives .
- Dilution watch‑items: The special meeting proposals and management participation in preferred/warrants introduce potential dilution scenarios if conversions/exercises proceed, a noteworthy consideration for trading around capital events .