DEFA14A: SpringBig Appoints Jaret Christopher as CEO, Acquires VICE CRM to Enhance AI-Driven Marketing

SpringBig Holdings announces Jaret Christopher as the new CEO, effective April 1, 2025, and the acquisition of VICE CRM, an AI-enabled performance marketing platform.

Summary

• SpringBig Holdings, Inc. has appointed Jaret Christopher as Chief Executive Officer, effective April 1, 2025.
• Christopher brings extensive experience in SaaS-based businesses and knowledge of the cannabis market.
• He previously served as General Manager and Vice President at WM Technologies, Inc. after selling his company, Sprout, to them in 2021.
• SpringBig intends to acquire VICE CRM LLC, an AI-enabled performance marketing platform, in exchange for 2,383,126 shares of the company's common stock.
• Half of the shares will be issued at closing, and the remaining half after 12 months of Christopher's continuous service.
• Christopher will receive a base salary of $450,000 per year and is eligible for a discretionary performance bonus with a target of 50% of his base salary.
• He will also be granted 4,766,251 restricted stock awards (RSAs) that vest over four years.
• Additionally, he will receive 8,125,000 restricted stock units (RSUs) that vest upon achieving certain stock price milestones.
• Jeffrey Harris, the Founder and Chairman, will step down as CEO on March 31, 2025.
• Christopher has served as President of the Company since March 14, 2025, and will continue in that role until his appointment as CEO.
• The acquisition of VICE CRM is subject to customary confirmatory review and is expected to be completed in the coming weeks.

Sentiment

Score: 8

Explanation: The document conveys a positive outlook with the appointment of an experienced CEO and the acquisition of a promising technology platform. The terms of the agreement appear favorable, and management expresses confidence in the future.

Positives

• The appointment of Jaret Christopher brings extensive SaaS and cannabis market experience to SpringBig.
• The acquisition of VICE CRM enhances SpringBig's AI-driven marketing capabilities.
• Christopher's compensation package includes performance-based incentives aligned with shareholder value creation.
• The transition plan with Jeffrey Harris ensures a smooth leadership change.
• The company intends to acquire all of the capital stock or all or substantially all of the assets of Jaret Christopher's Existing Technology Platform in exchange for 2,383,126 shares of the Company's common stock in an all-stock deal.

Negatives

• The acquisition of VICE CRM is subject to customary confirmatory review, which introduces some uncertainty.
• The vesting of RSUs is contingent on achieving specific stock price milestones, which may not be guaranteed.
• If mutually acceptable Definitive Agreements are not executed and delivered by the Company and Mr. Christopher by June 12, 2025, either party will have the right to terminate the Offer Letter.

Risks

• Failure to complete the acquisition of VICE CRM could impact SpringBig's growth strategy.
• Inability to achieve stock price milestones may affect Christopher's RSU vesting and motivation.
• Integration challenges with VICE CRM's technology and team could hinder expected synergies.
• The company has a relatively short operating history in a rapidly evolving industry, which makes it difficult to evaluate future prospects and may increase the risk that the company will not be successful.
• If the company does not successfully develop and deploy new software, platform features or services to address the needs of clients, if the company fails to retain existing clients or acquire new clients, and/or if the company fails to expand effectively into new markets, revenue may decrease and the business may be harmed.

Future Outlook

The company anticipates completing the acquisition of VICE CRM in the coming weeks and expects Jaret Christopher to guide the company through its next phase of growth and development, leveraging AI to enhance its performance marketing platform.

Management Comments

• Jeffrey Harris stated he is delighted that Jaret is joining the Company as its CEO to guide the Company through the next phase of growth and development and that Jaret brings extensive knowledge of the cannabis market and has an exceptional record of creating shareholder value.
• Marc Shiffman said he is pleased to welcome Jaret as CEO at SpringBig and that they are excited to have brought on somebody with a track record of building SaaS companies and shareholder value creation throughout his career.

Industry Context

The appointment and acquisition reflect a trend in the SaaS and cannabis industries towards leveraging AI for enhanced marketing and customer engagement. SpringBig is positioning itself to capitalize on these trends with Christopher's experience and VICE CRM's technology.

Comparison to Industry Standards

• Jaret Christopher's previous company, Sprout, was acquired by WM Technologies, Inc. in 2021, indicating a successful track record in the CRM and marketing software space.
• The use of stock price milestones for RSU vesting is a common practice in the tech industry to align executive compensation with shareholder value.
• The terms of the Confidential Information, Inventions, Non-Competition and Non-Solicitation Agreement are standard for executive employment agreements in the SaaS industry.

Management Changes

Stakeholder Impact

• Shareholders may benefit from the enhanced AI capabilities and Christopher's leadership.
• Employees may experience changes due to the acquisition and new leadership.
• Customers may see improved marketing and loyalty programs.
• Suppliers and creditors may be affected by the company's growth and strategic direction.

Next Steps

• Complete the acquisition of VICE CRM.
• Execute the Definitive Documents, including the Employment Agreement, Amended and Restated Confidential Information Agreement, Award Agreements, and Purchase Agreement.
• Appoint Jaret Christopher to the Board of Directors.
• Achieve stock price milestones to vest RSUs.

Key Dates

Keywords

CEO, acquisition, VICE CRM, Jaret Christopher, SpringBig, SaaS, marketing, AI, cannabis, leadership, stock options, Jeffrey Harris