Corey Lambrecht
About Corey Lambrecht
Corey Lambrecht (age 55) is Chief Operating Officer of American Rebel Holdings (AREB) since November 2023 and has served on the board since February 12, 2020; he is not an independent director given his executive role . He is a 20+ year public company executive and a Certified Director (UCLA Anderson Graduate School of Management accredited Directors program), and concurrently serves as CFO of Singlepoint Inc. (since January 2020) . The proxy does not disclose TSR, revenue, or EBITDA targets tied to his pay; annual bonus eligibility is discretionary at the board’s discretion . The company discloses no director/officer legal proceedings for the past 10 years .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Earth911 Inc. (subsidiary of Infinity Resources Holdings, OTC: IRHC) | President & COO | Jan 2010 – Jul 2013 | Operating leadership at sustainability information services subsidiary . |
| Guardian 8 Holdings | Board Member | Dec 2011 – early 2016 | Non-lethal security product company . |
| Lifestyle Wireless, Inc. | Board Member | Until 2012 (merged with Singlepoint in 2012) | Board service preceding merger with Singlepoint . |
External Roles
| Organization | Role | Years | Committee/Highlights |
|---|---|---|---|
| Singlepoint Inc. (CBOE: SING) | Chief Financial Officer | Jan 2020 – Present | Concurrent with AREB roles . |
| Orbital Infrastructure Group, Inc. | Independent Director | 2007 – 2023 | Independent board service at former Nasdaq-listed company . |
| HippoFi, Inc. (OTC: ORHB) | Director | Jul 2016 – Dec 2019 | Board service . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $10,000 | $277,680 (includes accrual; see below) |
| Target Bonus % | Not disclosed (bonus eligibility at board discretion) | Not disclosed (bonus eligibility at board discretion) |
| Actual Cash Bonus ($) | $0 | $208,260 |
| Accrued Salary at Year-End ($) | — | $220,197.89 as of Dec 31, 2024 |
| Total Reported Compensation ($) | $635,000 (driven by equity grant valuation) | $485,940 |
Performance Compensation
- Summary: No disclosed formulaic performance metrics or weightings; annual cash bonus is determined at the board’s discretion .
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual Cash Bonus (STI) – 2024 | Not disclosed | Not disclosed | $208,260 | Cash; timing not specified . |
| Series A Super-Voting Convertible Preferred Stock (grant) | N/A (service-based) | N/A | Fair value recognized: $625,000 (2023) | 25,000 shares granted 11/20/2023; 25% vested immediately at grant; 25% on 1/1/2024; 25% on 1/1/2025; 25% on 1/1/2026 . |
Notes:
- No options or RSUs outstanding/vested for NEOs in 2023–2024; no options exercised .
- Company states no unexercised options/unvested stock awards outstanding as of 12/31/2024 for NEOs .
Equity Ownership & Alignment
- Super-voting preferred structure and current beneficial ownership:
| Holding | Amount | Common Equivalent/Percent | Key Terms |
|---|---|---|---|
| Common Shares | 100 shares | — | Direct common ownership . |
| Series A Preferred – currently convertible within 60 days (beneficial) | 18,650 shares | 9,325,000 common equivalents (500:1) | Each Series A share carries 1,000 votes until conversion . |
| Additional Series A Preferred not yet convertible (timed feature) | 6,250 shares (convertible commencing 1/1/2026) | 3,125,000 common equivalents (500:1) | Timing feature; retains 1,000 votes/share until conversion . |
| Beneficial Ownership % of Common Outstanding | — | 63.76% | Based on 5,300,574 common outstanding and SEC 60-day convertibility rules . |
Vesting status and schedule reference points:
- As of Jan 1, 2024, Mr. Lambrecht had vested ownership in 12,500 Series A Preferred shares, convertible into 6,250,000 common shares, with additional scheduled vesting on Jan 1, 2025 and Jan 1, 2026; Series A carries 1,000 votes/share until conversion .
- Employment agreement grant terms provide 25,000 Series A Preferred shares vesting: immediate 25% (grant date 11/20/2023) and 25% on 1/1/2024, 1/1/2025, 1/1/2026 .
- Note: Beneficial ownership table footnotes reflect currently convertible balances (18,650 shares), plus 6,250 shares convertible commencing 1/1/2026, consistent with SEC reporting conventions .
Ownership and control context (voting power):
- Company’s disclosure shows three insiders (Ross, Grau, Lambrecht) collectively could cast 124,812,300 votes (via 124,812 Series A shares at 1,000 votes each plus de minimis common), equating to 95.93% of total voting power as of the record date, indicating highly concentrated control; Lambrecht’s share of those voting rights corresponds to 24,900,100 votes (24,900 Series A + 100 common) .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Term | Nov 20, 2023 – Dec 31, 2026 . |
| Base Salary | Initial $260,000/year; subject to CPI-based increases at least equal to YoY CPI . |
| Annual Bonus Eligibility | Discretionary short-term incentive at board’s discretion (no formulaic metrics disclosed) . |
| Equity Grant | 25,000 Series A Super-Voting Convertible Preferred shares; 25% immediate vest; 25% on 1/1/2024; 25% on 1/1/2025; 25% on 1/1/2026 (500:1 common conversion; 1,000:1 voting until conversion) . |
| Severance (Without Cause/Good Reason) | Lump sum of accrued but unpaid base salary through termination + 12 months’ base salary; immediate vesting of all equity awards . |
| Change in Control (CoC) | Accrued but unpaid base salary + 12 months’ base salary + 100% of prior year’s bonus; immediate vesting of all equity awards . |
| For Cause/Disability/Death | Accrued but unpaid base salary through termination/disability/death . |
| Other Terms | Employment agreement includes indemnification, non-compete and other perquisites (specific scopes not detailed in proxy) . |
Board Governance
- Board Service History: Director since Feb 12, 2020; re-nominated for election at 2025 annual meeting .
- Committee Roles: None (not assigned to Audit, Compensation, NCGC, or M&A) .
- Independence: Not independent due to executive role; board determined Smith, Cochennet, Sinks are independent and hold committee chairs; independent directors hold executive sessions as required .
- Dual-role implications: As COO and director, Lambrecht is a non-independent insider; overall control is further concentrated by the super-voting Series A structure among three insiders (95.93% voting power as of the record date) .
Director compensation (historical, when independent director prior to 11/20/2023):
- Authorized 8,132 shares of common stock on July 1, 2023 for board service from Feb 8, 2022 through June 30, 2023; approximately $23,333 of board fees accrued from Jul 1, 2023 through Nov 20, 2023 to be settled in common shares per plan formula .
- Company’s non-employee director policy targeted $60,000/year (2024 policy shown for independent directors; Lambrecht was an executive in 2024) .
Related-Party and Capital Structure Context (governance signals)
- Series A Preferred amendments in late 2023 added conversion rights (500:1) while maintaining 1,000:1 super-voting until conversion; insiders accrued substantial additional compensation value from the modifications and vesting timing (company quantified comparable examples for other executives and for Lambrecht’s vested tranches) .
- 2025 capital actions include multiple promissory notes and a court-approved settlement using stock, alongside a proposed up-to-1-for-25 reverse split and a new 2025 Stock Incentive Plan (500,000 share reserve), all approved/ratified or proposed at/around the May 2025 meeting; these increase capacity for future equity issuance and may affect supply/dilution dynamics .
Risk Indicators & Red Flags
- Concentrated Control: Series A super-voting rights and insider holdings (95.93% of voting power held by Ross, Grau, Lambrecht at record date) reduce minority shareholder governance leverage .
- Cash Constraints: Significant accrued salaries at 12/31/2024 (Lambrecht $220,197.89) indicate cash tightness, which may increase propensity to use equity for compensation/settlements .
- Financing/Dilution Overhang: Multiple 2025 financings and settlement arrangements rely on share issuance or reserves (with price-based conversion mechanics), and a reverse split authorization up to 1-for-25, implying ongoing dilution risk management needs .
Compensation Structure Analysis
- Mix Shift: 2023 total comp was dominated by the Series A preferred equity award valuation ($625,000) with minimal salary; 2024 shifted toward cash (salary $277,680; bonus $208,260) while equity vesting continued per schedule .
- No Disclosed Performance Metrics: The proxy emphasizes discretionary STI decisions; no explicit operational or TSR-based targets/weightings disclosed for NEO bonuses .
- Option Usage/Repricing: No options outstanding or exercised for NEOs in 2023–2024; no option repricing disclosed .
Equity Ownership & Alignment (detail table)
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 9,325,100 (includes currently convertible Series A and 100 common) . |
| % of Common Outstanding | 63.76% (based on 5,300,574 common outstanding) . |
| Voting Rights | Series A Preferred carries 1,000 votes/share on all matters until conversion; Lambrecht’s Series A contributes to insider super-majority control . |
| Vested vs. Unvested (reference) | As of 1/1/2024: 12,500 Series A vested (6,250,000 common equiv.); remaining tranches scheduled for 1/1/2025 and 1/1/2026 per grant terms . |
Employment Terms (severance and CoC economics snapshot)
| Scenario | Cash | Equity |
|---|---|---|
| Without Cause / Good Reason | Accrued but unpaid base salary + 12 months’ base salary | Immediate vesting of all equity awards . |
| Change in Control | Accrued but unpaid base salary + 12 months’ base salary + 100% of prior year’s bonus | Immediate vesting of all equity awards . |
Investment Implications
- Governance/control: Super-voting Series A structure and insider voting concentration (95.93% of voting power among three insiders) limit minority shareholder influence; Lambrecht’s participation as an officer-director in this structure heightens governance risk and reduces external discipline .
- Dilution and supply: Scheduled vesting and convertibility of Series A into common (e.g., Lambrecht’s remaining tranches) alongside active 2025 financing/settlement programs and reverse split authorization increase potential share supply, creating overhang and potential insider selling pressure as tranches become convertible .
- Liquidity/compensation cash stress: High year-end salary accruals (e.g., Lambrecht $220,197.89 at 12/31/2024) and the use of equity to settle obligations (directors/settlements) suggest cash constraints, raising the likelihood of continued equity-based compensation and financings .
- Pay-for-performance transparency: Absence of disclosed quantitative bonus metrics or goal attainment data reduces visibility on pay-performance alignment; bonuses are discretionary .