Charles A. Ross, Jr.
About Charles A. Ross, Jr.
Charles A. Ross, Jr. is Chief Executive Officer and Executive Chairman of American Rebel Holdings, Inc. (AREB), roles he has held since June 2016, and he is the company’s Principal Executive Officer . Age: 58 . Background highlights include founding Digital Ally, Inc. (Nasdaq: DGLY) in 2004 and prior entrepreneurial/media roles, as well as service as an officer/director of American Rebel, Inc. . Compensation is a mix of cash salary and discretionary annual bonus plus equity via Super Voting Convertible Series A Preferred and common stock grants; employment term runs through December 31, 2026 with severance and change-in-control protections and a non-compete .
Performance context: Company revenues and EBITDA have fluctuated materially during his tenure (see “Performance & Track Record” table; values from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Rebel Holdings, Inc. | CEO; Executive Chairman; Principal Executive Officer | Since June 2016 | Leads overall strategy, operations, and capital decisions; concentrated voting control via preferred stock structure . |
| American Rebel, Inc. | Sole Officer and Director (Dec 2014–Apr 2021); now Secretary, Treasurer and Director | 2014–present (various) | Developed concealed carry product line; ongoing governance/operational influence . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Digital Ally, Inc. (Nasdaq: DGLY) | Founder | 2004– | Technology/operator credentials; public company scaling experience . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $228,667 | $341,760 |
| Actual Cash Bonus | $90,000 | $256,320 |
| Stock Awards (grant-date fair value) | $1,250,000 (Series A modification charge) | - |
| Total | $1,568,667 | $598,080 |
| Notes: 2024 accrued salary outstanding $111,788.01; 2023 stock award reflects accounting charge from modification of Series A Preferred terms on Oct 31, 2023 (market price $0.05 at modification) . Current base salary in employment agreement: $325,000, with annual increases not less than CPI year-over-year . |
Performance Compensation
- Structure and metrics: Annual short-term incentive bonuses are determined at the discretion of the Board; specific quantitative performance targets are not disclosed .
- Long-term incentives: Equity is primarily via Series A Super Voting Convertible Preferred and a 50,000-share common award with time-based vesting (see “Equity Ownership & Alignment”) .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (STI) | Discretionary (not specified) | N/A | Not disclosed | $90,000 (2023); $256,320 (2024) | Paid | Annual . |
| Series A Super Voting Convertible Preferred | Continued service; conversion rights structured; plan-level performance constructs exist but not tied to this grant | N/A | N/A | N/A | N/A | 10,000 shares vested 1/1/2024; 10,000 vest annually on 1/1 for 2025–2028 . |
| Common Shares (50,000) | Time-based | N/A | N/A | N/A | N/A | 20% on 1/1 each year from 2024–2028 . |
Plan-level performance objectives available under the 2025 Stock Incentive Plan (SIP) include ROE, EPS, EBITDA, TSR, sales growth, FCF, etc., but the proxy does not tie Ross’s payouts to specific plan metrics .
Equity Ownership & Alignment
- Beneficial ownership: 9,956,100 shares (65.26% of common outstanding as defined under SEC rules at 4/24/2025) . Footnote clarifies this includes 19,912 shares of Series A Preferred currently convertible into 9,956,000 common plus 100 common shares held directly .
- Voting control: Series A Preferred carries 1,000 votes per preferred share; Ross, Lambrecht, and Grau collectively controlled ~95.93% of voting power as of the record date through Series A voting rights .
- Conversion rights: Series A Preferred converts into common at 500:1; conversion/voting rights unaffected by reverse stock splits .
- Outstanding awards: No unexercised stock options or unvested stock awards reported for NEOs as of 12/31/2024 .
- Ownership guidelines/pledging: Proxy discloses governance framework and committee oversight but does not specify a stock ownership multiple policy for executives/directors in the sections provided .
Vesting Schedule Detail
| Award | Quantity | Vesting Dates | Notes |
|---|---|---|---|
| Series A Super Voting Convertible Preferred | 50,000 shares | 10,000 vested 1/1/2024; 10,000 vest on 1/1 each year 2025–2028 | Each preferred share: 1,000 votes and 500:1 conversion to common; plan amendment in Nov 2023 enabled conversion . |
| Common Stock | 50,000 shares | 20% vesting on 1/1 each year 2024–2028 | Time-based vesting per amended employment agreement . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Jan 1, 2021 – Dec 31, 2026 (amended in 2023) . |
| Base Salary | Initial $180,000; amended to $325,000 with CPI-based annual increases (not less than CPI YoY) . |
| Bonus | Annual STI at Board discretion . |
| Equity | 50,000 Series A Super Voting Convertible Preferred; 50,000 common shares with time-based vesting . |
| Severance (No Cause / Good Reason) | Lump sum of earned but unpaid salary + 12 months base salary; immediate vesting of all equity awards . |
| Change-in-Control Termination | Earned but unpaid salary + 12 months salary + 100% of prior year’s bonus; immediate vesting of all equity awards . |
| Cause/Death/Disability | Earned but unpaid salary lump sum (no additional severance) . |
| Restrictive Covenants | Includes a non-compete and other perquisites per agreement . |
| Accrued Compensation | Accrued salary at 12/31/2024: $111,788.01 . |
Board Governance and Service
- Board roles: CEO, Executive Chairman, Director; member of the Mergers & Acquisitions Committee .
- Independence: The board deems three non-employee directors independent (Smith, Cochennet, Sinks); Ross is not independent given executive roles .
- Leadership structure: No policy mandating separation of CEO and Chair; board prefers flexibility; Ross serves in both roles .
- Committees: Four standing committees (Audit; Compensation; Nominating & Corporate Governance; M&A), all with written charters; independent directors chair Audit, Compensation, and NCGC .
- Voting control considerations: Reverse splits do not affect Series A voting/conversion rights; additional authorized common post-split may be used in ways that can deter changes in control (anti-takeover effects) .
Director Compensation (context)
Non-employee directors are eligible for $60,000 per year (cash/accrual), plus nominal meeting fees and expense reimbursement; 2024 director fee accruals are disclosed for independent directors .
Performance & Track Record (Company-level)
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues | $986,826* | $8,449,800* | $15,998,196* | $11,420,268* |
| EBITDA | $(3,307,796)* | $(5,013,199)* | $(8,660,765)* | $(11,980,338)* |
| Values marked with * retrieved from S&P Global. |
Compensation Structure Analysis
- Discretionary-heavy cash bonus design with no disclosed quantitative targets; committee cites market competitiveness and alignment goals but does not disclose pay-performance calibration for Ross’s STI .
- 2023 stock award accounting charge ($1.25M) reflects modification of Series A Preferred terms to add conversion rights (Oct 31, 2023), a meaningful shift in equity economics; company states belief that service conditions will be met (no forfeiture risk) .
- New 2025 SIP reserves 500,000 common shares for awards (options, restricted stock, SARs), with robust menu of potential performance objectives (ROE, EPS, EBITDA, TSR, FCF, etc.), but specific award designs for executives were not detailed .
Risk Indicators & Red Flags
- Control concentration: Super-voting preferred stock gives management bloc ~95.93% voting power at record date—material minority rights and takeover defenses implications .
- Dual role: CEO also serves as Executive Chairman and sits on M&A committee, raising checks-and-balances considerations despite independent committee chairs .
- Dilution/overhang: Series A Preferred converts at 500:1 and is unaffected by reverse splits; additional authorized shares post-split can be used in ways that deter changes in control and dilute existing holders .
- Liquidity/compensation accruals: Accrued unpaid CEO salary at year-end indicates cash tightness, which can create retention or governance optics issues .
Investment Implications
- Pay-for-performance alignment: Lack of disclosed, objective STI metrics and heavy reliance on discretionary bonuses reduce transparency and alignment; 2023 equity modification creating a large stock-comp expense suggests governance sensitivity around equity economics .
- Retention and incentives: Contract runs to end-2026 with 12-month severance and CoC cash plus full equity vesting—adequate retention economics; non-compete offers some post-termination protection .
- Trading/flow risk: Time-based vesting and sizable conversion rights on Series A Preferred (with reverse splits not impacting rights) create recurring potential dilution windows (e.g., January 1 vesting dates), worth monitoring for Forms 4/144 activity and secondary supply/dilution overhang .
- Governance: Concentrated voting power and CEO/Chair duality increase governance risk; independent committee structure and charters are a mitigating factor, but effective minority influence remains limited .
Citations:
Disclaimer: Company financial performance values marked with * are retrieved from S&P Global.