Michael Pruitt
About Michael Pruitt
Michael Pruitt (age 65) has served on Amaze Holdings, Inc.’s Board since December 13, 2021; he was appointed Non‑Executive Chair on February 20, 2023 and later interim Chief Executive Officer on July 19, 2023 (he signed the June 12, 2025 8‑K as Chief Executive Officer). He holds a B.A. from Coastal Carolina University and has deep operating and board experience across public companies, including Amergent Hospitality Group (Chairman & CEO) and IMAC Holdings (Audit Chair; Compensation Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avenel Financial Group | Founder | 1999–present | Boutique financial services; focus on emerging tech investments |
| Avenel Ventures | Founder | 2001–present | Technology investment/private VC |
| Chanticleer Holdings, Inc. (now Sonnet BioTherapeutics Holdings, Inc.) | Chairman & CEO | 2005–Apr 1, 2020 | Led public holding company; spun out restaurant ops to Amergent |
| Amergent Hospitality Group, Inc. | Chairman & CEO | Apr 1, 2020–present | Ongoing leadership post spin‑out |
| Hooters of America, LLC | Director | 2011–2019 | Board member |
External Roles
| Company | Exchange/Ticker | Role | Tenure | Committee Positions |
|---|---|---|---|---|
| IMAC Holdings, Inc. | Nasdaq: IMAC | Director | Oct 2020–present | Audit Committee Chair; Compensation Committee member |
| Amergent Hospitality Group, Inc. | — | Chairman & CEO | 2020–present | Executive leadership; no committee disclosure |
Board Governance
- Independence: The Board determined Pruitt is not independent while serving as interim Chief Executive Officer under NYSE American rules; he signed the June 12, 2025 8‑K as CEO, maintaining non‑independent status at that time .
- Committee assignments: 2024 Audit Committee comprised Eric Doan (Chair) and David Yacullo; Compensation Committee and Nominating & Corporate Governance Committee each comprised solely of Eric Doan. Pruitt is not listed on any Board committees for 2024 .
- Attendance: In 2024, the Board held 3 meetings and each director attended at least 75% of Board and committee meetings; Audit Committee met 5 times. At the 2023 annual meeting, only Michael Pruitt attended (company does not have a formal policy but encourages attendance) .
- Elections: On June 12, 2025, stockholders elected Pruitt and six other directors to serve until the 2026 annual meeting .
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board Meetings Held | 3 | Actions also taken by written consent |
| Director Attendance Threshold | ≥75% for each director | Company-level disclosure |
| Audit Committee Meetings | 5 | Audit oversight detailed |
| Pruitt Committee Memberships | None disclosed | Audit, Compensation, Nominating not listing Pruitt |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 40,000 | 0 | 20,000 | Named executive officer table; “all other” components not itemized |
| 2023 | — | 0 | — | See performance compensation for 2023 stock award |
Non‑employee Director Fees: Company pays $5,000 quarterly ($20,000 annually) to non‑employee directors; 2024 Director Compensation Table lists fees paid to Eric Doan, Brad Yacullo, and David Yacullo. Pruitt, as an executive officer during the period, is not listed among non‑employee directors receiving director fees .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock (Board service) | Apr 1, 2023 | 20,000 shares | 8,780 | 5,000 immediate; 5,000 on 7/1/2023; 5,000 on 10/1/2023; 5,000 on 1/1/2024 |
- Equity Plan: Amended and Restated 2021 Equity Incentive Plan effective June 12, 2025 allows options, SARs, restricted stock/RSUs, and performance awards; non‑employee director award cap $500,000 per calendar year (as‑granted value). The plan prohibits repricing without stockholder approval .
- Performance metrics: No director‑specific or Pruitt‑specific performance metrics (e.g., revenue/EBITDA/TSR) are disclosed in the proxy for his awards .
Other Directorships & Interlocks
| Entity | Relationship to AMZE | Potential Interlock/Conflict |
|---|---|---|
| IMAC Holdings, Inc. | Unrelated public company | External audit leadership experience; no AMZE transaction disclosed |
| Amergent Hospitality Group, Inc. | Unrelated public company | Executive role; no AMZE related‑party transaction disclosed |
Expertise & Qualifications
- Financial and operating leadership: Former Chairman & CEO of Chanticleer (public), current Chairman & CEO of Amergent; audit chair experience at IMAC .
- Board and committee experience: Multiple public board roles; IMAC Audit Chair and Compensation Committee member .
- Education: B.A., Coastal Carolina University .
Equity Ownership
| As of | Security | Shares Beneficially Owned | Ownership % |
|---|---|---|---|
| Nov 7, 2025 | Common Stock | 1,306 | <1% |
- Group totals: Directors and executive officers as a group (10 people) held 315,791 common shares (4.18%) as of Nov 7, 2025; Pruitt individually held 1,306 shares .
- Pledging/Hedging: Company policy prohibits short sales and hedging; pledging or margin accounts require advance consent from the compliance officer. No disclosure indicates Pruitt pledged or hedged AMZE stock .
- Ownership guidelines: No director stock ownership guideline disclosure was found in the proxy .
Governance Assessment
- Strengths:
- Deep public company leadership and audit oversight experience (IMAC Audit Chair), useful for financial governance and risk oversight .
- Documented engagement: sole director attending 2023 annual stockholders’ meeting; Board‑level attendance ≥75% in 2024 .
- Risks and RED FLAGS:
- Independence conflict: Pruitt was determined not independent while serving as interim CEO; he signed the June 12, 2025 8‑K as CEO, indicating continued non‑independence at that time. This can impair board objectivity when executive roles overlap with directorships .
- Committee composition risk: Single‑member Compensation and Nominating & Corporate Governance Committees (Eric Doan) concentrate oversight; Pruitt is not on these committees, but this structural concentration limits broader independent challenge and can affect board effectiveness .
- Ownership alignment: Very modest direct ownership (<1%), which may offer limited economic alignment relative to peers; no pledging disclosed, but low “skin‑in‑the‑game” could be viewed as a signal risk by some investors .
No related‑party transactions tied to Pruitt were disclosed for 2024; the company maintains a formal related‑party review policy handled by the Audit Committee . Stockholder voting on June 12, 2025 approved significant capital structure changes (Series D conversion, reverse split, equity plan amendment), with Pruitt elected to the Board—important context for governance and control considerations .