David Yacullo
About David Yacullo
Independent director of Amaze Holdings since December 13, 2021 (IPO effective date). Age 58 as of May 5, 2025. Career operator with deep revenue leadership in out‑of‑home media and advertising; designated by the Board as an audit committee financial expert based on executive experience as Chief Revenue Officer. Re‑elected at the June 12, 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Outdoor Solutions, LLC | Owner/Chairman | 2018–present | Leadership of OOH media services; revenue growth focus (Board cites qualification to oversee revenue initiatives) |
| Van Wagner Outdoor | Chief Revenue Officer | 2019–2022 (company sold to Outfront Media) | Led revenue organization through sale; revenue growth credentials cited by Board |
| Holt Media Companies, Inc. | Chief Revenue Officer | 2016–2018 | Revenue leadership |
| Outdoor Media Group (OMG) | Founder; Chief Executive Officer | Founded 2001; CEO 2003–2016 | Built and led OOH media agency |
| Outdoor Services Inc. (OSI) | Various roles incl. President | 1989–2001 | Progression to President |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Outdoor Solutions, LLC | Owner/Chairman | Private company | Ongoing role alongside AMZE directorship |
Board Governance
- Committee assignments (2024): Audit Committee member; committee composed of Eric Doan (Chair) and David Yacullo. Board determined both are independent and “audit committee financial experts” under Item 407(d)(5)(ii).
- Independence: Board determined Yacullo is independent under NYSE American rules.
- Attendance: During FY2024, each director attended at least 75% of Board and committee meetings held during the period they served.
- Board leadership: Michael Pruitt serves as Board Chair and, since July 19, 2023, interim CEO (combined roles), with the Board noting oversight by the full Board.
- Shareholder meeting attendance (engagement signal): At the 2023 annual meeting, only one director (Michael Pruitt) attended; there is no formal policy mandating director attendance.
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 20,000 | — | 20,000 |
- Program design: Non‑employee directors are paid $5,000 in cash per quarter, paid in arrears; reimburse reasonable expenses. No additional committee or meeting fees disclosed.
Performance Compensation (Director)
- No performance‑based awards disclosed for non‑employee directors in 2024; Company stated it does not currently grant option‑like awards.
- Equity plan allows grants (options, RSUs, performance awards); non‑employee director annual grant value capped at $500,000 (grant‑date value).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the “Principal Occupation…Directorships of Public Companies” section for Yacullo. |
| Prior public company boards | Not disclosed. |
| Compensation committee interlocks | Compensation committee comprised solely of independent director Eric Doan; no interlocks disclosed. |
Expertise & Qualifications
- Audit committee financial expert designation (with Eric Doan) based on CFO/COO (Doan) and CRO (Yacullo) experience.
- Revenue growth/operator background across OOH media (Van Wagner, Holt Media, OMG); owner/chair of Outdoor Solutions.
Equity Ownership
| Holder (as of Nov 7, 2025) | Common Shares | % of Common | Notes |
|---|---|---|---|
| David Yacullo | 1,305 | <1% | From AMZE beneficial ownership table; based on 7,458,559 common shares outstanding. |
- Group holdings: Directors, nominees and executive officers as a group (10 people) held 315,791 common shares (4.18%).
- Pledging/hedging policy: Insider trading policy prohibits short sales; prohibits holding in margin or pledging Company securities unless pre‑approved by compliance officer; hedging transactions prohibited.
- Shares pledged by Yacullo: Not disclosed.
Shareholder Voting Signal (2025 Election)
| Director | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| David Yacullo | 13,891,513 | 566,382 | 3,962,589 |
- Context: All seven nominees elected at the June 12, 2025 annual meeting.
Related‑Party / Conflicts Checks
- Special meeting (Nov 2025) proposal to approve issuance of common upon conversion of new senior secured convertible notes: Company disclosed that none of its directors or executive officers had any substantial interest, direct or indirect, in the approval of Proposal 1.
- Family relationships: Company disclosed no family relationships among director nominees or executive officers.
Governance Assessment
- Positives:
- Independent director with audit committee financial expert designation—important for oversight of financing, accounting and control risks.
- Re‑elected with strong support; high “For” votes relative to “Withheld.”
- Meets attendance threshold (≥75%) for 2024.
- Alignment and potential concerns:
- Low direct ownership (1,305 shares; <1%), suggesting limited economic alignment absent ongoing equity grants; no 2024 equity awards reported.
- Board engagement signal: only one director attended the 2023 annual meeting; no formal attendance policy—investor relations optics risk (not specifically tied to Yacullo’s attendance).
- Governance structure: combined CEO/Chair roles since July 19, 2023 can reduce independent counterbalance; mitigated in part by full Board oversight.
- Financing/dilution sensitivity: Board sought approvals around convertibles and share caps; Company disclosed directors had no substantial interest in the November 2025 note conversion approval. Monitoring capital structure oversight remains important for investor confidence.
RED FLAGS to monitor: low director equity ownership; shareholder meeting attendance practices; ongoing equity financing and dilution risk (governance oversight and investor communication critical).