DEF 14A of PSQ Holdings, Inc.
Filed Apr 15, 2024 · FY20230001213900-24-032967
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; Kelly Loeffler | 2024 | | Class II | Blake Masters; Omeed Malik; Dusty Wunderlich | 2025 | | Class III | Michael Seifert; Nick Ayers; Davis Pilot III | 2026 |
General
There are no family relationships among any of our directors or executive officers.
Nominees for Re-Election as Class I Directors at the Annual Meeting
Nominees for Re-Election as Class I Directors at the Annual Meeting This year’s nominees for re-election to the Board as Class I directors are James Rinn and Kelly Loeffler, each to serve until our 2027 annual meeting of stockholders, or until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Each of the nominees is currently a member of our Board and 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.
Nominees for Re-Election as Class I Directors at the Annual Meeting
| Name | Age | Positions and Offices Held with Company | Director Since | Other Public Boards(1) | | James Rinn | 55 | Director | 2023 | 0 | | Kelly Loeffler | 53 | Director | 2023 | 0 |
Nominees for Re-Election as Class I Directors at the Annual Meeting
____________ (1) Number of other boards of directors of public companies on which the director currently serves. 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 Rinn has been a member of our Board since July 2023. Mr. Rinn serves as the Chief Financial Officer to Sedera, Inc., a nonprofit medical cost sharing organization, a position he has held since February 2023. From 2015 to 2023, Mr. Rinn was the Chief Financial Officer and Chief Operating Officer of Maxwell Locke & Ritter LLP, an accounting, tax and consulting firm, where he was responsible for overseeing all financial and operational details of the partnership and other related legal entities, and managed risk management activities. From 2013 to 2015, Mr. Rinn was the Chief Financial Officer and Chief Operating Officer of Five Stone Tax Advisers LLC, a financial and tax advisory firm, where he was responsible for overseeing all financial and operational details of various service lines. From 2011 to 2013, Mr. Rinn was the Chief Financial Officer and Chief Operating officer of SmithCo Investments and the E3 Foundation, where he was responsible for overseeing all financial and operational segments of the company. Mr. Rinn was also the Vice President of Finance at First American Flood Data Services, Inc., a subsidiary of First American Financial Corporation (NYSE: FAF) from 2000 to 2011, where he was responsible for financial reporting and coordinated internal audit, financial audit and Sarbanes-Oxley related audit activities. From 1999 to 2000, Mr. Rinn was the internal audit director at National Instruments Corporation (Nasdaq: NATI), a producer of automated test equipment and virtual instrumentation software. Mr. Rinn has held positions on various boards of directors and has over 30 years of finance experience. Mr. Rinn holds a Bachelor’s Degree in Business Administration from the University of Texas, Austin. The Board believes that Mr. Rinn should continue to serve as serve as a member of our Board due his extensive experience in finance and accounting roles. Kelly Loeffler has been a member of our Board since July 2023. Ms. Loeffler is a successful businesswoman, founder, philanthropist, and served as a U.S. Senator from Georgia from January 2020 to January 2021. Currently, Ms. Loeffler is the Chairwoman of Greater Georgia Action, which she founded in 2021. From 2011 to 2021, she was the Co-Owner and Co-Chair of the Atlanta Dream WNBA team. From 2018 to 2019, Ms. Loeffler help launch Bakkt, Inc. as its Founding Chief Executive Officer. From 2002 to 2018, she served as Chief Communications Officer & Chief Marketing Officer at the Intercontinental Exchange, helping it grow from a start-up to a Fortune 500 company. Ms. Loeffler earned a Business Administration degree from the University of Illinois at Urbana-Champaign, an MBA from DePaul University, and is a CFA® charterholder. The Board believes that Ms. Loeffler should continue to serve as a member of our Board due to her extensive experience founding and growing businesses. The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of our directors. The two nominees receiving the most FOR votes among votes properly cast at the Annual Meeting will be elected to the Board as Class I directors. You may vote FOR or WITHHOLD on each nominee for election as director. Shares represented by signed proxy cards and ballots submitted via the Internet at the Annual Meeting will be voted on Proposal 1 FOR the election of Mr. Rinn and Ms. Loeffler to the Board at the Annual Meeting, unless otherwise marked on the proxy card or ballot, respectively. A broker non-vote or a properly executed proxy (or ballot) marked WITHHOLD with respect to the election of a Class I director will not be voted with respect to such director, 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 James Rinn and Kelly Loeffler 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) | | Michael Seifert | 28 | Founder, President, Chief Executive Officer, Chairman of the Board | 2023 | 1 | | Omeed Malik | 42 | Director | 2023 | 1 | | Nick Ayers | 40 | Director | 2023 | 0 | | Blake Masters | 36 | Director | 2023 | 0 | | Davis Pilot III | 36 | Director | 2023 | 0 | | Dusty Wunderlich | 43 | Director, President of Credova Holdings, Inc. | 2024 | 0 |
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 II Directors (Terms Expire in 2025)
Class II Directors (Terms Expire in 2025) Blake Masters 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. Arizona’s GOP nominee for U.S. Senate, 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. Omeed Malik has been a member of our Board since July 2023. Mr. Malik has served as the Founder and CEO of Farvahar Partners, a boutique investment bank and broker/dealer which acts as an advisor and liquidity provider to high growth venture backed companies and institutional investors since 2018. Omeed is also the President of 1789 Capital, an investment firm that provides financing to companies in the budding Entrepreneurship, Innovation & Growth economy. Mr. Malik has served as the Chief Executive Officer and Chairman of the board of directors of Colombier Acquisition Corp. II (NYSE: CLBR) since September 2023. From March 2021 to July 2023 Mr. Malik served as Colombier’s Chief Executive Officer, Chairman of the Board of Directors and a Director. Prior to starting his own firm, Omeed was a Managing Director and the Global Head of the Hedge Fund Advisory Business at Bank of America Merrill Lynch from 2012 to 2018. Omeed was also the founder and head of the Emerging Manager Program within the Global Equities business. In this capacity, Omeed was charged with selecting both established and new hedge funds for the firm to partner with and oversaw the allocation of financing/prime brokerage, capital strategy, business consulting and talent introduction resources. Before joining Bank of America Merrill Lynch, Omeed was a Senior Vice President at MF Global where he helped reorganize the firm’s distribution platform globally and developed execution and clearing relationships with institutional clients. An experienced financial services professional and securities attorney, Omeed was a corporate lawyer at Weil, Gotshal & Manges LLP working on transactional matters in the capital markets, corporate governance, private equity and bankruptcy fields. Omeed has also worked in the United States Senate and House of Representatives. Omeed received a JD, with Honors, from Emory Law School (where he serves on the Advisory Board) and a BA in Philosophy and Political Science, Cum Laude, from Colgate University. He holds Series 7, 63, 3, 79 and 24 registrations. Omeed is a Contributing Editor and minority owner of The Daily Caller and was a Term Member of the Council on Foreign Relations and a Centennial Society Member of the Economic Club of New York. Omeed was selected to serve on our Board due to his significant leadership and financial experience. Dusty Wunderlich, has been a member of our Board since March 2024. Mr. Wunderlich also serves as the President of Credova Holdings, Inc. (“Credova”), a wholly owned subsidiary of the Company. Prior to joining our Board he has served as Chief Executive Officer and a director of Credova since 2020. 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. Prior to Credova, Mr. Wunderlich served as Chief Executive Officer of Bristlecone Holdings, a subprime consumer finance business, from 2014 to 2017, and as Principal of DCA Partners, a boutique investment banking firm, from 2011 to 2013. Mr. Wunderlich received both a bachelor’s degree in finance and economics and an MBA from Missouri State University. Mr. Wunderlich was selected to serve on our Board due to his extensive experience in the financial technology, commercial lending, and capital markets industries.
Class III Directors (Terms Expire in 2026)
Class III Directors (Terms Expire in 2026) Michael Seifert is our President, Chief Executive Officer and Chairman of the Board and the Founder of Private PSQ. Prior to founding Private PSQ in 2021, Mr. Seifert served as the Marketing and Public Relations Coordinator from 2019 to 2021 at Pacifica Enterprises, Inc., a real estate and asset management group, where he led the marketing department. In 2019, Mr. Seifert was the Associate Director at JH Ranch, a non-profit organization, and served as the City Director for Tuscaloosa, Alabama at JH Ranch from 2015 to 2017. Mr. Seifert has served as a director of Colombier Acquisition Corp. II (NYSE: CLBR) since November 2023. Mr. Seifert holds a Bachelor’s Degree in Political Science and International Relations from Liberty University. Nick Ayers has been a member of our Board since July 2023. Mr. Ayers served in the White House as Assistant to President Donald Trump and Chief of Staff to Vice President Michael Pence from 2017 to 2019. While at the White House, Nick helped shape the administration’s important and high-profile initiatives. Currently, Mr. Ayers is the Partner and a director at C6 Creative Consulting, Inc., which he founded in 2019. Recently, Mr. Ayers partnered with Insight Venture Partners to acquire Veeam Software Group GmbH, where he now serves as a member of Veeam board of directors. Mr. Ayers also served as President & CEO of Holmsted, LLC and of Ayers Family Holdings, LLC. Previously, Mr. Ayers served on the vestry at the Church of the Apostles in Atlanta, Georgia from 2019 to 2023. Mr. Ayers received a Bachelor’s Degree in Political Science from Kennesaw State University. Mr. Ayers was selected to serve on our Board due to his experience as an entrepreneur and in government. Davis Pilot III has been a member of our Board since July 2023. Currently, Mr. Pilot is the Critical Facilities Director at Uniti Fiber, a telecommunications infrastructure provider. 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. Mr. Pilot was selected to serve on our Board due to his experience growing businesses.
Director Compensation
Director Compensation Upon the closing of the Business Combination 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 instalments 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 and no fee is payable in respect of any period prior to the completion of the Business Combination. In addition, under the Director Compensation Policy, (i) each non-employee director as of immediately following the Closing and each of our non-employee directors who is appointed or elected to the Board between the Closing and the Initial Director Grant Date (as defined below) (each, an “Initial Director”), and (ii) each non-employee director upon initial appointment or election to the Board following the Initial Director Grant Date who is not an Initial Director, will receive an initial equity award under the Incentive Plan in the form of RSUs with a value of $300,000. Each such initial award for an Initial Director was made on September 25, 2023 (such date, the “Initial Director Grant Date”). Each initial award for non-employee directors other than Initial 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 after the Initial Director Grant Date, 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 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 (provided that any initial equity award granted to an Initial Director will vest on (i) the first anniversary of the Closing in the case of Initial Directors who were serving on the Board as of immediately following the Closing and (ii) the first anniversary of such non-employee director’s appointment or election to the Board in the case of any Initial Director who was appointed or elected to the Board between the Closing and the Initial Director Grant Date) 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 instalments 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 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) | $300,000(1) |
Director Compensation
(1) Award made under the Incentive Plan in the form of RSUs. We reimburse non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee of our Board on which they serve and other business related to the Board. We also reimburse non-employee directors for reasonable travel and other expenses authorized by the Board or a committee of the Board that are incurred in connection with attendance at various conferences or meetings with our management, in accordance with our travel policy.
Director Compensation Table for Year Ended December 31, 2023
Director Compensation Table for Year Ended December 31, 2023 Prior to the consummation of the Business Combination, none of the directors of Colombier received any compensation for services rendered to the Company. The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2023 by each of our non-employee directors who served as a director of the Company during that time, which consists of cash retainers and restricted stock unit grants:
Director Compensation Table for Year Ended December 31, 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Omeed Malik | 9,932 | 300,007 | — | 309,939 | | Davis Pilot III | 10,712 | 300,007 | — | 310,719 | | Nick Ayers | 8,728 | 300,007 | 188,801(3) | 497,536 | | Blake Masters | 12,894 | 300,007 | — | 312,901 | | Kelly Loeffler | 8,370 | 300,007 | — | 308,377 | | James Rinn | 12,894 | 300,007 | — | 312,901 |
Director Compensation Table for Year Ended December 31, 2023
____________ (1) The amounts reported in this column represent the aggregate grant date fair value of restricted stock units awarded computed in accordance with FASB ASC Topic 718. (2) The material terms of the restricted stock units granted in 2023 are as follows:
Director Compensation Table for Year Ended December 31, 2023
| Name | Grant Date | Number of RSUs (#) | Vesting Dates | | Omeed Malik | 09/25/2023 | 29,645 | (a) | | Davis Pilot III | 09/25/2023 | 29,645 | (a) | | Nick Ayers | 09/25/2023 | 29,645 | (a) | | Blake Masters | 09/25/2023 | 29,645 | (a) | | Kelly Loeffler | 09/25/2023 | 29,645 | (a) | | James Rinn | 09/25/2023 | 29,645 | (a) |
Director Compensation Table for Year Ended December 31, 2023
(a) The restricted stock unit award will vest in full on September 25, 2024, subject to the director’s continued employment with the Company. (3) Represents consulting fees paid to C6 Creative Consulting, Inc. See “Certain Relationships and Related Persons Transactions — Post-Closing Related Party Transactions — Consulting Agreement” for additional information.
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.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes the compensation that we paid to our Chief Executive Officer and each of our two other most highly compensated executive officers during the year ended December 31, 2023. We refer to these executive officers in this proxy statement as our named executive officers. Prior to the consummation of the Business Combination, none of the officers or directors of Colombier received any compensation for services rendered to the Company. The Colombier Sponsor, and the Company’s officers, directors and their respective affiliates were reimbursed for out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The compensation of the named executive officers presented below for the year ended December 31, 2022 represents compensation paid to the named executive officers by Private PSQ prior to the Business Combination and is not representative of the compensation paid to the named executive officers of PSQ as a public company, but is presented solely to provide our stockholders with a basis to understand the historical compensation paid to our named executive officers. Other than as set forth in the table and described more fully below, during the fiscal year ended December 31, 2022, Private PSQ 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. In connection with the Business Combination, each of our named executive officers executed a new employment agreement, which agreements provide for increased base salaries and target annual bonus opportunities. We expect that we will continue to review, evaluate and modify our compensation framework as a result of becoming a publicly traded company, and our compensation program could vary significantly from our historical practices in the future.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(4)(5) | All Other Compensation ($)(2) | Total ($) | | Michael Seifert | 2023 | 283,311 | 18,956 | 834,900 | 82,811 | 1,219,978 | | Founder, President, Chief Executive Officer and Chairman of the Board | 2022 | 73,959 | — | — | — | 73,959 | | Bradley Searle | 2023 | 245,076 | — | 9,108,000 | 13,063 | 9,366,139 | | Chief Financial Officer and Treasurer | 2022 | 133,648 | — | — | 2,031 | 135,679 | | Andrew Weisbecker(3) | 2023 | 319,621 | — | 1,518,000 | 12,837 | 1,850,458 | | Chief Product Officer | | | | | | |
Summary Compensation Table
____________ (1) Upon consummation of the Business Combination, Mr. Seifert was appointed to serve as our President, Chief Executive Officer, and Chairman of the Board; Mr. Searle was appointed to serve as our Chief Financial Officer and Treasurer; and Mr. Weisbecker was appointed to serve as our Chief Product Officer. Prior to July 2023, Mr. Seifert served as the Chief Executive Officer, and Chairman of the Board of Private PSQ; Mr. Searle served as Chief Financial Officer of Private PSQ; and Mr. Weisbecker served as Chief Product Officer at Private PSQ. (2) All Other Compensation includes: (a) for Mr. Seifert, the 2023 amount was composed of a $15,000 automobile allowance, 401(k) matching contributions for his benefit, $22,165 for moving expenses, and $35,710 attributed to a control share premium with respect to the Class C common stock held by Mr. Seifert; (b) for Mr. Searle, the 2023 amount was composed of 401(k) matching contributions for his benefit and moving expenses, and the 2022 amount was composed of 401(k) matching contributions for his benefit; and (c) for Mr. Weisbecker, the 2023 amount was composed of $12,837 of 401(k) matching contributions for his benefit. (3) Executive compensation information for the year ended December 31, 2022 is not provided, as the individual was not a named executive officer for that period. (4) The amounts reported in this column represent the aggregate grant date fair value of restricted stock units awarded computed in accordance with FASB ASC Topic 718. (5) The material terms of the restricted stock units granted in 2023 are as follows:
Summary Compensation Table
| Name | Grant Date | Number of RSUs (#) | Vesting Dates | | Michael Seifert | 09/25/2023 | 82,500 | (a) | | Bradley Searle | 09/25/2023 | 900,000 | (a) | | Andrew Weisbecker | 09/25/2023 | 150,000 | (a) |
Summary Compensation Table
____________ (a) One-third of the restricted stock unit award will vest in full on September 25, 2024, one-third of the restricted stock unit award will vest in full on September 25, 2025 and one-third of the restricted stock unit award will vest in full on September 25, 2026, subject to the individual’s continued employment with the Company.
Potential Payments Pursuant to NEO New Employment Agreements Upon Termination or Change in Control
Potential Payments Pursuant to NEO New Employment Agreements Upon Termination or Change in Control New NEO Employment Agreements Prior to the Closing we did not offer or have in place for our named executive officers any formal retirement, severance or similar compensation programs providing for additional benefits or payments in connection with a termination of employment, change in job responsibility or change in control. The following describes the potential payments pursuant to the NEO New Employment Agreements upon termination or a change in control. Michael Seifert. The Seifert Employment Agreement provides that if Mr. Seifert’s employment is 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 will be entitled to receive, subject to his execution and nonrevocation 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 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. Seifert will be entitled to receive, subject to his execution and nonrevocation 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 contains a Section 280G limited cutback, pursuant to which Mr. Seifert 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. Seifert becomes subject to excise tax imposed by Section 4999 of the Code. Bradley Searle. The Searle Employment Agreement provides that if his employment is terminated either (i) by us without Cause or (ii) by him with Good Reason (each as defined in the Searle Employment Agreement), in either case within the Change in Control Period, then Mr. Searle will be entitled to receive, subject to his execution and nonrevocation 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) 15 months of base salary and (y) an amount equal to 125% 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 15 months and (d) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Searle 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. Searle will be entitled to receive, subject to his execution and nonrevocation 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 12 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 12 months. The Searle Employment Agreement contains a Section 280G limited cutback, pursuant to which Mr. Searle 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. Searle becomes subject to excise tax imposed by Section 4999 of the Code.
Potential Payments Pursuant to NEO New Employment Agreements Upon Termination or Change in Control
Andrew Weisbecker. The Weisbecker Employment Agreement provides that if Mr. Weisbecker’s employment is terminated either (i) by us without Cause or (ii) by him with Good Reason (each as defined in the Weisbecker 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 Weisbecker Employment Agreement) (the “Change in Control Period”), then Mr. Weisbecker will be entitled to receive, subject to his execution and nonrevocation 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) 15 months of base salary and (y) an amount equal to 125% 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 15 months and (d) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Weisbecker 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. Weisbecker will be entitled to receive, subject to his execution and nonrevocation 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 12 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 12 months. The Weisbecker Employment Agreement contains a Section 280G limited cutback, pursuant to which Mr. Weisbecker 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. Weisbecker becomes subject to excise tax imposed by Section 4999 of the Code.
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table sets forth outstanding equity awards held by each of our named executive officers as of December 31, 2023. The vesting provisions applicable to each outstanding restricted stock unit is described in the footnotes to the following table.
Outstanding Equity Awards as of December 31, 2023
| | Stock Awards | | | | | | Name and Principal Position | Grant Date | Number of shares or units of stock that have not vested (#)(1) | 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 Founder, President, Chief Executive Officer and Chairman of the Board | 09/25/2024 | 82,500 | $432,300 | — | — | | Bradley Searle Chief Financial Officer and Treasurer | 09/25/2024 | 900,000 | $4,716,000 | — | — | | Andrew Weisbecker Chief Product Officer | 09/25/2024 | 150,000 | $786,000 | — | — |
Outstanding Equity Awards as of December 31, 2023
(1) One-third of the restricted stock unit award will vest in full on September 25, 2024, one-third of the restricted stock unit award will vest in full on September 25, 2025 and one-third of the restricted stock unit award will vest in full on September 25, 2026, subject to the individual’s continued employment with the Company.
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: • reduce the number of directors that serve on the Board; or • designate a substitute nominee. If the Board designates a substitute nominee, the proxyholders will exercise their discretion as described above and vote for the substitute nominee.