DEF 14A of PSQ Holdings, Inc.
Filed Jun 11, 2026 · FY20250001140361-26-024933
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General The Board is currently composed of eight directors divided into three classes with staggered three-year terms as shown below.
General
| Director Class | Directors in the Class | Annual Meeting at which Term of Office Expires | | Class I | James Rinn; Willie Langston, Caitlin Long | 2027 | | Class II | Blake Masters; Dusty Wunderlich | 2028 | | Class III | Nick Ayers; Davis Pilot III; Donald J. Trump, Jr. | 2026 |
General
There are no family relationships among any of our directors or executive officers.
Nominees for Election as Class III Directors at the Annual Meeting
Nominees for Election as Class III Directors at the Annual Meeting This year’s nominees for election to the Board as Class III directors are James Celli, Davis Pilot III, and Donald J. Trump, Jr., each to serve until our 2029 annual meeting of stockholders, or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Mr. Pilot and Mr. Trump are currently members of our Board and Mr. Celli is a new nominee. Mr. Celli was initially identified as a possible director candidate to the nominating and corporate governance committee by Mr. Wunderlich. Each of the nominees has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve if elected. Mr. Ayers will not stand for re-election, and the Board thanks him for his contributions and service to the Company.
Nominees for Election as Class III Directors at the Annual Meeting
| Name | Age | Positions and Offices Held with Company | Director Since | Other Public Boards(1) | | James Celli | 45 | N/A | N/A | 0 | | Davis Pilot III | 39 | Director | 2023 | 0 | | Donald J. Trump Jr. | 48 | Director | 2024 | 2 |
Nominees for Election as Class III Directors at the Annual Meeting
| (1) Number of other boards of directors of public companies on which the director currently serves. |
Nominees for Election as Class III Directors at the Annual Meeting
Below is additional information about the nominees as of the date of this proxy statement, including business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused our nominating and corporate governance committee and our Board to determine that he or she should continue to serve as one of our directors. James Celli, 45, is a fintech executive turned serial entrepreneur and angel investor with more than two decades of experience building and exiting high-growth companies across fintech, consumer finance, IT, and logistics. He currently serves as a Family Office Principal at Celli Holdings, LLC, and is an advisor to several technology-driven businesses, where he focuses on scaling innovative solutions in complex and regulated markets. Most recently, Mr. Celli was the Founder and CEO of LoanPaymentPro, a specialized payment processor and acquirer. Under his leadership, the company grew from inception to more than $6 billion in annual processed payment volume across a portfolio of 350+ merchant clients. The company was successfully acquired by Nuvei (NASDAQ: NVEI) in 2024. Over the course of his career, Mr. Celli has founded more than 13 companies, achieving four successful exits ranging from mid-seven to nine figures. His ventures have received multiple industry recognitions, including placement on the Inc. 500 list of America’s fastest-growing private companies for two consecutive years. Prior to LoanPaymentPro, he founded and scaled a SaaS-based marketing platform that he exited in 2014. Mr. Celli is widely recognized for his expertise in developing resilient, “cancel-proof” payments infrastructure and for building high-performance corporate cultures. He holds a Bachelor’s degree in Computer Engineering from the University of Illinois Chicago. Mr. Celli was selected to serve on our Board due to his experience as a successful founder and operator in the financial technology and consumer lending industries. Davis Pilot III, 39, has been a member of our Board since July 2023. Mr. Pilot is a finance and operations leader with deep technical and entrepreneurial experience. Since October 2023, he has been involved in managing financial operations and investment strategy at his family office, directing capital allocation and business development with a focus on entrepreneurship and growth-stage opportunities. From 2017 to October 2023, Mr. Pilot served as the Director of Critical Facilities at Uniti Fiber, a provider of telecom infrastructure solutions, where he led strategy, operations, and capital projects for mission critical data centers and network facilities, focusing on reliability, scalability, and cost optimization. Mr. Pilot started at Uniti Fiber in 2013 as an Operations Strategic Analyst and transitioned to the roles of Critical Facilities Manager in 2015 and Critical Facilities Director in 2017. Mr. Pilot received a B.S. in Business Administration and Entrepreneurship and a Master of Business Administration from the University of Mobile. An active civic volunteer, he serves on several non-profit and community boards in his hometown of Mobile, Alabama. Mr. Pilot was selected to serve on our Board due to his experience growing businesses. Donald J. Trump, Jr., 48, has served as a member of our Board since December 2024. Mr. Trump serves as an Executive Vice President of Development & Acquisitions at The Trump Organization, Inc. Mr. Trump has served as a director of Trump Media & Technology Group Corp. (Nasdaq: DJT), a media and technology company, since March 2024, and as a director of GrabAGun Digital Holdings Inc. (NYSE: PEW), an online retailer of firearms, ammunition and related accessories, since July 2025. Mr. Trump directs new project acquisition and development for The Trump Organization worldwide. Mr. Trump actively oversees The Trump Organization’s current and new property portfolio, which contains over 70 projects. Mr. Trump is involved in all aspects of real estate development, from deal evaluation, analysis and pre-development planning to construction, branding, marketing, operations, sales and leasing. Since November 2024, Mr. Trump has been a Partner at 1789 Capital, an investment firm that focuses on companies aligned with pro-American themes. Mr. Trump is an accomplished and sought-after speaker and has spoken extensively throughout the United States and has given keynote speeches internationally, notably in Dubai and India. Mr. Trump received his Bachelor’s Degree in Finance and Real Estate from the Wharton School of Finance at the University of Pennsylvania. Mr. Trump was selected to serve on our Board due to his passion for creating a “cancel-proof” economy, his years of strategic business experience, and his leadership within the shooting sports industry.
Required Vote and Recommendation of the Board for Proposal 1
Required Vote and Recommendation of the Board for Proposal 1 The affirmative vote of a plurality of the votes cast by the stockholders entitled to vote on the election at the Annual Meeting is required for the election of our directors. The three nominees receiving the most FOR votes among votes properly cast at the Annual Meeting will be elected to the Board as Class III directors. You may vote FOR ALL, WITHHOLD ALL, or FOR ALL EXCEPT those nominees noted by you on the appropriate portion of your proxy or voting instructions. A broker non-vote or a properly executed proxy (or ballot) marked WITHHOLD with respect to the election of a Class III director will not be voted with respect to such director and will have no effect on the proposal, although it will be counted for purposes of determining whether there is a quorum.
The Board unanimously recommends that you vote FOR the election of
The Board unanimously recommends that you vote FOR the election of James Celli, Davis Pilot III, and Donald J. Trump, Jr. to the Board.
Continuing Directors Not Standing for Election at the Annual Meeting
Continuing Directors Not Standing for Election at the Annual Meeting Certain information about those directors whose terms do not expire at the Annual Meeting and who will otherwise continue to serve on the Board is furnished below, including their business experience, director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the Board to determine that the directors should serve as one of our directors. The age of each director as of the record date is provided in the following table.
Continuing Directors Not Standing for Election at the Annual Meeting
| Name | Age | Positions and Offices Held with Company | Director Since | Other Boards(1) | | Dusty Wunderlich | 45 | Chief Executive Officer, Chairman of the Board | 2024 | 1 | | Willie Langston | 67 | Director | 2024 | 0 | | Blake Masters | 39 | Director | 2023 | 1 | | James Rinn | 57 | Director | 2023 | 0 | | Caitlin Long | 56 | Director | 2025 | 1 |
Continuing Directors Not Standing for Election at the Annual Meeting
| (1) Number of other boards of directors of public companies on which the director currently serves. |
Class I Directors (Terms Expire in 2027)
Class I Directors (Terms Expire in 2027) James Rinn, 57, has been a member of the Company’s Board of Directors since its IPO in July 2023. Mr. Rinn served as Chief Financial Officer and Treasurer of the Company from June 2025 to April 2026. Previously, Mr. Rinn also served as Chief Financial Officer and Chief Operating Officer of Stallion Capital, a private credit fund, from September 2023 to May 2025, and as President of Highland Lakes Property Tax, a property tax protest firm, from January 2025 to December 2025. Prior to joining the Company in an executive capacity, Mr. Rinn served as Chief Financial Officer and consultant to Sedera, Inc./HealthAdmins, a medical healthshare administrator, beginning in February 2023 and ending in June 2025. Mr. Rinn is also the founder of Rinn Consulting, where he provided executive coaching and provided fractional CFO/COO services from January 2025 to May 2025. From 2015 to 2023, he served as Chief Financial Officer and Chief Operating Officer of Maxwell Locke & Ritter LLP, an accounting and wealth management firm. He previously held CFO and COO roles at Five Stone Tax Advisers LLC and SmithCo Investments (Family Office) / E3 Foundation, a private Christian foundation. Earlier in his career, Mr. Rinn served as Vice President of Finance at First American Flood Data Services, Inc., and as Internal Audit Director at National Instruments Corporation. Mr. Rinn began his career at PricewaterhouseCoopers LLP, where he spent six years as a financial auditor and consultant. Mr. Rinn holds a Bachelor of Business Administration from The University of Texas at Austin. Mr. Rinn was selected to serve as a member of our Board due his extensive experience in finance and accounting roles. Willie Langston, 67, has been a member of our Board since December 2024 and has been our Audit Committee Chair since June 2025. Mr. Langston retired as a Partner with Corient, an asset management and advisory firm in Houston, TX, on December 31, 2024, a role he has held since May 2023. He was a Co-Founder and Executive Committee member of Corient’s legacy firm, Avalon Advisors, which he formed in April 2001, until its acquisition by Corient in May 2023. During Avalon’s 22 years of operation, he held various roles including Chief Executive Officer, Chairman, and ultimately Executive Vice Chairman. From 1996 to 2001, Mr. Langston helped to form and held various positions at Morgan Stanley’s Private Wealth Management Division in Texas. From 1985 to 1996, Mr. Langston held multiple roles with Goldman Sachs’ Private Wealth Management. Mr. Langston began his career at Coopers & Lybrand. Mr. Langston was the national finance chair for Ted Cruz’s presidential campaign and currently serves on the advisory board of TAMU Mays College of Business. He is the past Chairman of the Board of Glorieta Camps, Houston Christian High School, as well as the former Board Chair of the Second Baptist Church Deacon body. He has also served on several other notable foundation boards in the Texas area. Additionally, he is a 2020 Distinguished Alumnus of both Texas A&M University and his hometown high school in Palestine, TX. Mr. Langston holds an MBA from Stanford University and graduated summa cum laude with a BBA from Texas A&M University. Mr. Langston was selected to serve as a member of our Board due to his financial acumen and capital markets expertise. Caitlin Long, 56, has been a member of our Board since July 2025 and has extensive experience in both traditional financial services and cryptocurrencies. She is the Chairman and Chief Executive Officer of Custodia Bank, Inc., a chartered bank that she founded in 2020. Custodia Bank aims to serve as a compliant bridge between the U.S. dollar and cryptocurrency financial systems. In 2018, she was appointed by two Wyoming governors to serve on cryptocurrency-related legislative committees. Beginning in 2017, she played a leading role in her native State of Wyoming to enact more than 20 blockchain-enabling laws during consecutive legislative sessions. Ms. Long has been active in Bitcoin since 2012. Since October 2021, Ms. Long also has served as a director of Cipher Digital Inc. (Nasdaq: CIFR), a developer and operator of industrial-scale data centers engineered for next-generation computing. Prior to her work in the cryptocurrency space, Ms. Long worked at investment banks in New York and Zurich from 1994 to 2016. During this time, she held senior roles, including as a Managing Director at Morgan Stanley and Credit Suisse. Ms. Long holds a B.A. from the University of Wyoming and a joint J.D./M.P.P. degree from Harvard Law School and Harvard Kennedy School of Government. Ms. Long was selected to serve as a member of our Board due to her strong financial services and cryptocurrency background.
Class II Directors (Terms Expire in 2028)
Class II Directors (Terms Expire in 2028) Blake Masters, 39, has been a member of our Board since July 2023. Mr. Masters is a successful entrepreneur and venture capital investor. Mr. Masters co-founded Judicata, Inc., a legal intelligence software company, in 2012 and served as co-founder until 2014. From 2018 to 2022, Mr. Masters was the Chief Operating Officer of Thiel Capital, an investment firm that specializes in the technology sector. From 2018 to 2022, Mr. Masters was the President of the Thiel Foundation, a nonprofit that promotes science and innovation, and currently serves on the foundation’s board of directors. Mr. Masters was Arizona’s GOP nominee for U.S. Senate. In 2014, Mr. Masters co-authored with Peter Thiel the book “Zero to One: Notes on Startups, or How to Create the Future,” which quickly became a #1 New York Times bestseller in the U.S., selling more than 1.75 million copies globally. Since July 2025, Mr. Masters also has served as a director of GrabAGun Digital Holdings Inc. (NYSE: PEW), an online retailer of firearms, ammunition and related accessories. Mr. Masters received his J.D. from Stanford Law School and a B.S. in Political Science from Stanford University. Mr. Masters was selected to serve on our Board due to his experience as an entrepreneur in the technology sector. Dusty Wunderlich, 45, joined the Board upon the Company’s acquisition of Credova in March 2024 and became its Chairman and Chief Executive Officer in January 2026. He brings extensive financial, strategic, capital markets, and other operational expertise to guide the Company. Previously, he served as Chief Strategy Officer for the Company and, earlier, as President of Credova, which was acquired by the Company in 2024. Since July 2025, Mr. Wunderlich also has served as a director of GrabAGun Digital Holdings Inc. (NYSE: PEW), an online retailer of firearms, ammunition and related accessories. Mr. Wunderlich has more than a decade of experience working with fintech companies in all stages of growth and execution. Grounded in economic principles emphasizing property rights and free markets, Mr. Wunderlich brings a research-driven approach to financial innovation, with work spanning economic theory, monetary policy, and market-based financial systems that informs both published analysis and corporate strategy. Mr. Wunderlich was managing member of Red Rock Armory, LLC from January 2021 until March 2024, and was managing member of ALMC, LLC, a consulting firm, from May 2017 to August 2020.
Compensation Committee
| • | making recommendations to our Board regarding the compensation of our directors; |
Director Compensation
Director Compensation In July 2023, our Board approved a Non-Executive Director Compensation Policy, and on August 8, 2023 approved an Amended and Restated Non-Executive Director Compensation Policy (the “Director Compensation Policy”). Under the Director Compensation Policy, we pay non-employee directors a cash retainer for service on our Board and for service on each committee of which the director is a member. The chairperson of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each calendar quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our Board. In addition, under the Director Compensation Policy, each non-employee director upon initial appointment or election to the Board will receive an initial equity award under the Incentive Plan in the form of restricted stock units (“RSUs”) with a grant date fair value of $300,000. Each initial award for non-employee directors will be made on the date of such director’s appointment or election to the Board. Further, on the date of each annual meeting of stockholders, each non-employee director then serving on our Board will receive an annual equity award under the Incentive Plan in the form of RSUs with a grant date fair value of $150,000, provided that no non-employee director will be granted an annual award if such director was granted an initial award in the 12 months preceding the date of the annual meeting. Initial equity awards and annual equity awards will vest on the first anniversary of the date of grant subject to the non-employee director’s service as a director through the vesting date (unless otherwise provided at the time of grant). Each initial equity award and annual equity award will accelerate in full upon a change in control. The following table describes our current non-employee director compensation program, which consists of annual cash retainers payable in arrears in four equal quarterly installments on the last day of each calendar quarter:
Director Compensation
| Term | Compensation | | Annual Board Cash Retainer | $40,000 | | Additional Retainers for Committee Chairs | | | • Audit | $20,000 | | • Compensation | $15,000 | | • Nominating and Corporate Governance | $10,000 | | Additional Cash Retainers for Committee Members | | | • Audit | $10,000 | | • Compensation | $5,000 | | • Nominating and Corporate Governance | $4,000 | | Annual Equity Award (non-employee directors) | $150,000(1) | | Initial Equity Award (non-employee directors) | $300,000(1) |
Director Compensation
| (1) Award made under the Incentive Plan in the form of RSUs. |
Director Compensation
We reimburse non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee of our Board on which they serve and other business related to the Board. We also reimburse non-employee directors for reasonable travel and other expenses authorized by the Board or a committee of the Board that are incurred in connection with attendance at various conferences or meetings with our management, in accordance with our travel policy.
Director Compensation Table for Year Ended December 31, 2025
Director Compensation Table for Year Ended December 31, 2025 The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2025 by each of our non-employee directors who served as a director of the Company during that time, which consists of cash retainers and RSU grants. Mr. Seifert, our former Founder, President, Chief Executive Officer and Chairman of the Board and Mr. Wunderlich, who at the time was our Chief Strategy Officer, did not receive any compensation for their service on our Board.
Director Compensation Table for Year Ended December 31, 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(5)(6) | All Other Compensation ($) | Total ($) | | Caitlin Long(1) | 16,848 | 300,001 | — | 316,849 | | Davis Pilot III | 54,000 | 145,001 | — | 199,001 | | Nick Ayers | 51,093 | 145,001 | — | 196,094 | | Blake Masters | 67,780 | 145,001 | — | 212,781 | | Kelly Loeffler(2) | — | — | — | — | | James Rinn(3) | 27,143 | 577,500 | 233,333 | 837,976 | | Willie Langston | 57,410 | 145,001 | — | 202,411 | | Donald J. Trump, Jr. | 40,000 | 145,001 | 504,000(4) | 689,001 |
Director Compensation Table for Year Ended December 31, 2025
| (1) Caitlin Long was appointed as a non-employee director on July 28, 2025. |
Director Compensation Table for Year Ended December 31, 2025
| (2) Kelly Loeffler resigned as a non-employee director effective February 21, 2025, following her confirmation as Administrator of the U.S. Small Business Administration. Ms. Loeffler waived her board compensation for January 1, 2025 through February 21, 2025. |
Director Compensation Table for Year Ended December 31, 2025
| (3) James Rinn was a non-employee director from January 1, 2025 through May 31, 2025. Following his appointment to Chief Financial Officer, he became an employee director and discontinued receiving any compensation for his service on the Board. Stock Awards represent RSUs granted during Mr. Rinn’s period of employment. The amount under All Other Compensation for Mr. Rinn represents his base salary earned during the period of his service as Chief Financial Officer. |
Director Compensation Table for Year Ended December 31, 2025
| (4) The amount under All Other Compensation for Donald J. Trump, Jr. represents consulting fees earned January 2025 - December 2025. |
Director Compensation Table for Year Ended December 31, 2025
| (5) The amounts reported in this column represent the aggregate grant date fair value of RSUs awarded computed in accordance with FASB ASC Topic 718. |
Director Compensation Table for Year Ended December 31, 2025
| (6) Each director who served as a non-employee director during some or all of 2025 held the following outstanding RSUs as of December 31, 2025: |
Director Compensation Table for Year Ended December 31, 2025
| Name | Grant Date | Number of RSUs (#) | Vesting Dates | | Caitlin Long | 07/28/2025 | 137,615 | (a) | | Davis Pilot III | 06/18/2025 | 71,429 | (b) | | Nick Ayers | 06/18/2025 | 71,429 | (b) | | Blake Masters | 06/18/2025 | 71,429 | (b) | | James Rinn | 07/11/2025 | 250,000 | (c) | | Willie Langston | 06/18/2025 | 71,429 | (b) | | Donald J. Trump, Jr. | 06/18/2025 | 71,429 | (b) |
Director Compensation Table for Year Ended December 31, 2025
| (a) The RSU award will vest in full on July 28, 2026, subject to the director’s continued service to the Company. |
Director Compensation Table for Year Ended December 31, 2025
| (b) The RSU award will vest in full on June 18, 2026, subject to the director’s continued service to the Company. |
Director Compensation Table for Year Ended December 31, 2025
| (c) As disclosed previously, on April 29, 2026, Mr. Rinn and the Company entered into a Severance Agreement and General Release, pursuant to which 83,333 of the 250,000 RSUs granted to Mr. Rinn on July 11, 2025, that were due to vest on June 1, 2026, were accelerated and vested on April 30, 2026, and the remaining 166,667 unvested RSUs were forfeited. |
Indemnification of Our Directors and Officers
Indemnification of Our Directors and Officers Our restated certificate of incorporation provides that we must indemnify and advance expenses to our directors and officers to the full extent authorized by the DGCL. Concurrently with the Closing, we entered into indemnification agreements with each of our directors and executive officers. Such agreements may require us, among other things, to advance expenses and otherwise indemnify our executive officers and directors against certain liabilities that may arise by reason of their status or service as executive officers or directors, to the fullest extent permitted by law. We intend to enter into indemnification agreements with any new directors and executive officers in the future. The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, any provision of our restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the Board pursuant to the applicable procedure outlined in our restated certificate of incorporation.
Compensation Committee
Compensation Committee The compensation committee of the Board is comprised of three non-employee members of the Board. The compensation committee reviews the performance of our management in achieving corporate objectives and aims to ensure that the executive officers are compensated effectively in a manner consistent with our compensation philosophy and competitive practice. In fulfilling this responsibility, the compensation committee annually reviews the performance of each executive officer. Our Chief Executive Officer, as the manager of the executive team, assesses our executive officers’ contributions to the corporate goals and makes a recommendation to the compensation committee with respect to any merit increase in salary, cash bonus and equity award for each member of the executive team other than himself. The compensation committee meets with the Chief Executive Officer to evaluate, discuss and modify or approve these recommendations. The compensation committee also conducts a similar evaluation of the Chief Executive Officer’s contributions when the Chief Executive Officer is not present, and determines any increase in salary, cash bonus and equity award.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation that we paid to our named executive officers during the years ended December 31, 2025 and December 31, 2024. Other than as set forth in the table and described more fully below, during the fiscal years ended December 31, 2025 and December 31, 2024, the Company did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the named executive officers. The compensation reported in this summary compensation table below is not necessarily indicative of how we will compensate our named executive officers in the future.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Michael Seifert Former President, Chief Executive Officer and Chairman of the Board(4) | 2025 | 300,000 | — | 197,500 | — | 497,500 | | | 2024 | 418,750 | — | — | 14,831 | 433,581 | | Randy Carlson Chief Technology Officer | 2025 | 350,000 | — | 609,119 | — | 959,119 | | Michael Hebert Former Senior Vice President of People(5) | 2025 | 350,000 | 126,253 | 592,500 | — | 1,068,753 |
Summary Compensation Table
| (1) The amounts reported in this column represent the aggregate grant date fair value of RSUs awarded computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 13 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Summary Compensation Table
| (2) The material terms of the RSUs granted in 2025 are as follows: |
Summary Compensation Table
| Name | Grant Date | Number of RSUs (#) | | Michael Seifert | 02/01/2025 | 50,000(a) | | Randy Carlson | 02/01/2025 | 150,000(a) | | | 11/12/2025 | 9,389(b) | | Michael Hebert | 02/01/2025 | 150,000(a)(c) |
Summary Compensation Table
| (a) The RSU awards vested one-third on February 1, 2026, and will vest one-third on February 1, 2027, and one-third on February 1, 2028. |
Summary Compensation Table
| (b) The RSU awards fully vested on January 1, 2026. |
Summary Compensation Table
| (c) Mr. Hebert resigned from his position as Senior Vice President of People, effective May 31, 2026. All unvested RSU awards were forfeited on that date. |
Summary Compensation Table
| (3) For Mr. Seifert, the 2024 amount of All Other Compensation was composed of 401(k) matching contributions for his benefit. |
Summary Compensation Table
| (4) On January 27, 2026, Mr. Seifert resigned as our President and Chief Executive Officer and as a member of the board of directors. |
Summary Compensation Table
| (5) Mr. Hebert served as our Chief Operating Officer until his appointment as Senior Vice President of People, effective January 6, 2026. Mr. Herbert subsequently resigned as our Senior Vice President of People, effective May 31, 2026. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Michael Seifert. The Seifert Employment Agreement provided that if Mr. Seifert’s employment was terminated either (i) by us without Cause or (ii) by him with Good Reason (each as defined in the Seifert Employment Agreement), in either case within the period beginning three months before and ending twelve months after a Change in Control (as defined in the Seifert Employment Agreement) (the “Change in Control Period”), then Mr. Seifert would have been entitled to receive, subject to his execution and non-revocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, (a) a lump sum payment of (x) 18 months of base salary and (y) an amount equal to 150% of his target bonus for the year of termination (or, if higher, his target bonus immediately prior to the Change in Control), (b) a lump sum payment equal to 100% of his target bonus for the year of termination (or, if higher, based on the target bonus immediately prior to the Change in Control) pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, (c) COBRA health continuation for up to 18 months and (d) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Seifert Employment Agreement also provided that if his employment had been terminated either (i) by us without Cause or (ii) by him with Good Reason, in either case outside the Change in Control Period, then Mr. Seifert would have been entitled to receive, subject to his execution and non-revocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, (a) base salary continuation for a period of 15 months, (b) a lump sum payment equal to 100% of the bonus he would have been paid for the year of termination based on actual performance, pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, and (c) COBRA health continuation for up to 15 months. The Seifert Employment Agreement contained a Section 280G limited cutback, pursuant to which Mr. Seifert was entitled to receive the greater of (a) the best net after-tax amount of any payments that would have been subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments he would have been entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Mr. Seifert would have become subject to excise tax imposed by Section 4999 of the Code. Mr. Seifert and the Company have entered into a separation and release of claims agreement, dated January 28, 2026 (the “Separation Agreement”). Under the Separation Agreement, Mr. Seifert forfeited 1,000,000 shares of Class C common stock. His remaining capital stock of the Company is subject to an 18-month lockup under which he may sell up to 50,000 shares per month and 10,000 shares per day, subject to certain exceptions. In addition, Mr. Seifert forfeited all unvested RSUs as of his separation date. The Separation Agreement contains mutual general releases and provides that Mr. Seifert will not compete with the Company or solicit the Company’s employees or customers for 24 months. Randy Carlson. The Carlson Employment Agreement provides that if Mr. Carlson’s employment is terminated either (i) by us without Cause or (ii) by him with Good Reason (each as defined in the Carlson Employment Agreement), in either case within the Change in Control Period, then Mr. Carlson will be entitled to receive, subject to his execution and non-revocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, a lump sum payment of six months of base salary, COBRA health continuation for up to six months, and 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Carlson Employment Agreement also provides that if his employment is terminated either (i) by us without Cause or (ii) by him with Good Reason, in either case outside the Change in Control Period, then Mr. Carlson will be entitled to receive, subject to his execution and non-revocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, (a) base salary continuation for a period of six months, (b) a lump sum payment equal to the bonus he would have been paid for the year of termination based on actual performance, pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, and (c) COBRA health continuation for up to six months. The Carlson Employment Agreement contains a Section 280G limited cutback, pursuant to which Mr. Carlson is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments he would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Mr. Carlson becomes subject to excise tax imposed by Section 4999 of the Code. Michael Hebert. The Hebert Severance Agreement provides that Mr. Hebert shall receive total severance payments of $137,500, minus applicable withholdings, which represents six months’ pay. Mr. Hebert is also entitled to subsidized COBRA health insurance coverage from June 2026 through the earlier of (i) December 2026 and (ii) the time that Mr. Hebert obtains new employment, such that Mr. Hebert’s portion of the premium approximates his regular employee contribution premium. The Hebert Severance Agreement also contains a general release in favor of the Company and provides that Mr. Hebert will continue to abide by the restrictive covenants in his Non-Competition and Non-Solicitation Agreement with the Company, including his agreement not to (i) solicit the Company’s employees, consultants or independent contractors or (ii) compete with the Company.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth outstanding equity awards held by each of our named executive officers as of December 31, 2025. The vesting provisions applicable to each outstanding RSU is described in the footnotes to the following table.
Outstanding Equity Awards as of December 31, 2025
| | Stock Awards | | | | | | | Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Michael Seifert Former President, Chief Executive Officer and Chairman of the Board(1) | 09/25/2023 | 27,500(1) | 28,325 | — | — | | | 02/01/2025 | 50,000(1) | 51,500 | — | — | | Randy Carlson Chief Technology Officer | 09/25/2023 | 6,667(2) | 6,867 | — | — | | | 01/26/2024 | 10,000(2) | 10,300 | — | — | | | 02/01/2025 | 150,000(3) | 154,500 | — | — | | | 11/12/2025 | 9,389(4) | 9,671 | — | — | | Michael Hebert Former Senior Vice President of People(5) | 09/25/2023 | 16,667(2) | 17,167 | — | — | | | 01/26/2024 | 16,667(2) | 17,167 | — | — | | | 03/18/2024 | 16,667(2) | 17,167 | — | — | | | 02/01/2025 | 150,000(3) | 154,500 | — | — |
Outstanding Equity Awards as of December 31, 2025
| (1) Mr. Seifert forfeited all unvested RSUs as of his separation date. |
Outstanding Equity Awards as of December 31, 2025
| (2) The remainder of the RSU award will vest on September 25, 2026, subject to the individual’s continued employment with the Company. |
Outstanding Equity Awards as of December 31, 2025
| (3) One-third of the RSU award vested on February 1, 2026, one-third of the RSU award will vest on February 1, 2027, and one-third of the RSU award will vest on February 1, 2028, subject to the individual’s continued employment with the Company. |
Outstanding Equity Awards as of December 31, 2025
| (4) The remainder of the RSU award vested on January 1, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (5) Mr. Hebert served as our Chief Operating Officer until his appointment as Senior Vice President of People, effective January 6, 2026. Mr. Herbert subsequently resigned as our Senior Vice President of People, effective May 31, 2026. |
What happens if a director nominee is unable to stand for election?
What happens if a director nominee is unable to stand for election? If a nominee is unable to stand for election, the Board may either:
What happens if a director nominee is unable to stand for election?
| • | reduce the number of directors that serve on the Board; or |
What happens if a director nominee is unable to stand for election?
| • | designate a substitute nominee. |
What happens if a director nominee is unable to stand for election?
If the Board designates a substitute nominee, the proxyholders will exercise their discretion as described above and vote for the substitute nominee.