Darin Fielding
About Darin Fielding
Darin Fielding is American Rebel Holdings’ Interim Principal Accounting Officer effective July 1, 2025, and served as Interim Chief Financial Officer / Interim Principal Financial and Accounting Officer on the company’s October 6 and November 6, 2025 S‑1 filings; he signed the company’s Q3 2025 SOX 302/906 certifications on November 10, 2025 . The latest filings do not disclose age, education, or prior biography. During his interim tenure, management reported non‑effective disclosure controls with a material weakness in internal control over financial reporting (ICFR) tied to inadequate management reviews and insufficient technical accounting competencies; Q3 2025 revenues declined 20% year-over-year, underscoring operating pressure during the transition .
Past Roles
No prior biography or role history for Mr. Fielding was disclosed in the 2024 or 2025 proxy statements (he was not listed among named executive officers) .
External Roles
No outside directorships or external roles for Mr. Fielding were disclosed in the company’s 2024 or 2025 proxy statements .
Fixed Compensation
Recognized compensation and accruals tied to Mr. Fielding’s interim service (as reported in Q3 2025 10‑Q):
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Recognized Compensation ($) | $70,000 | $44,423 |
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Recognized Compensation ($) | $132,500 | $188,090 |
| Accrued/Unpaid Compensation Outstanding | Dec 31, 2024 | Sep 30, 2025 |
|---|---|---|
| Amount ($) | $0 | ~$164,000 |
Notes:
- Filings do not break out base salary vs. bonus for Mr. Fielding; amounts above reflect recognized compensation in the periods .
Performance Compensation
| Item | 2024 | 2025 |
|---|---|---|
| New Stock Awards (RSUs/PSUs/Options) | None granted/issued | None granted/issued |
The company did not disclose performance metric weightings, targets, or payouts specific to Mr. Fielding’s compensation. Executive incentive metrics described in proxies apply to other named executives and are determined at the Board’s discretion; there is no itemized plan disclosure for Mr. Fielding .
Equity Ownership & Alignment
- Beneficial ownership: Mr. Fielding is not listed among directors/executive officers with disclosed beneficial ownership in the 2024 or 2025 proxies; no share ownership table entry was provided for him .
- Equity awards during 2024–2025: None granted to Mr. Fielding (reduces near‑term insider selling pressure but limits equity alignment) .
- Insider advances/loans: Company officers (including the named group of Ross, Grau, Fielding, Lambrecht) provided unsecured, non‑interest‑bearing demand note advances; approximately $448,000 was outstanding as of Sept 30, 2025 (vs. ~$447,000 at Dec 31, 2024), indicating insider support for short‑term liquidity .
- Accrued compensation: ~$164,000 unpaid to Mr. Fielding as of Sept 30, 2025 may elevate retention risk until settled .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Appointment to PAO | Effective July 1, 2025, began serving as Interim Principal Accounting Officer | |
| Interim CFO/PFAO status | Signed as Interim CFO and Interim Principal Financial and Accounting Officer on S‑1/S‑1A in Oct/Nov 2025 | |
| SOX 302 Certification | Signed Q3 2025 10‑Q CEO/CFO certifications (Fielding as Interim PAO) on Nov 10, 2025 | |
| SOX 906 Certification | Co‑signed Q3 2025 Section 906 certification on Nov 10, 2025 | |
| Controls and ICFR | Disclosure controls not effective; material weakness due to inadequate management reviews and insufficient technical accounting competencies | |
| Contract economics | No employment agreement, severance, change‑in‑control, non‑compete, or clawback terms were disclosed for Mr. Fielding in the latest proxy |
Performance & Track Record (Company context during Fielding’s interim tenure)
| Metric | Q3 2024 | Q3 2025 | Commentary |
|---|---|---|---|
| Revenues ($) | $2,337,786 | $1,877,518 | Down 20% YoY amid sector slowdown |
| Gross Margin ($) | $(497,977) | $(197,770) | Still negative; improved loss YoY |
| Gross Margin (%) | (21%) | (11%) | Improvement YoY |
| Total OpEx ($) | $542,695 | $3,482,401 | Large swing due to prior-year audit adjustments |
| Accumulated Deficit (cumulative) | — | $93,513,226 (through 9/30/25) | Company expects additional losses |
Governance/Audit context:
- Auditor transition: BF Borgers was barred by SEC on May 3, 2024; AREB dismissed BF Borgers (May 6, 2024) and engaged GBQ (May 14, 2024); re‑audits for 2023 and 2022 were filed Jan 29, 2025 .
- Q3 2025 controls assessment: Disclosure controls “not effective”; material weaknesses recognized; remediation in progress .
Investment Implications
- Pay-for-performance alignment: With no new equity awards in 2024–2025 and no disclosed performance metric framework specific to Mr. Fielding, his compensation during the interim period appears predominantly cash-based as recognized expense; this limits equity alignment but also reduces near‑term insider selling pressure .
- Retention and liquidity stress: $164,000 of accrued/unpaid compensation for Mr. Fielding and outstanding officer advances ($448,000) suggest cash constraints; delayed cash compensation can heighten retention risk for a key interim finance leader until arrears are settled .
- Control and reporting risk: The company reported non‑effective disclosure controls and a material weakness tied to insufficient technical accounting competencies—directly relevant to Mr. Fielding’s PAO/CFO remit—and underwent auditor transition and re‑audits. This raises execution risk around timely, reliable financial reporting and may necessitate continued investment in finance talent and controls remediation .
- Operating headwinds: Q3 2025 revenue declined 20% YoY and margins remained negative, limiting the capacity to fund incentives and remediation organically; pressure on cash flows can extend accruals and perpetuate insider funding reliance, a potential red flag for sustainability if not reversed .
Overall read‑through: Mr. Fielding stepped into the interim CFO/PAO role amid heightened control and liquidity pressures. Lack of equity awards reduces selling pressure but also dampens alignment; meaningful accrued comp and interim status create retention risk. Successful remediation of ICFR and stabilization of operating performance are the critical catalysts for improving compensation alignment and lowering governance risk during his tenure .