Larry Sinks
About Larry Sinks
Larry Sinks (age 62) has served as an independent director of American Rebel Holdings (AREB) since November 20, 2023, with committee leadership across compensation and M&A. Background: freelance screen printing/embroidery since 2005; consultant to Team Image Marketing (high-end corrugated grocery displays) since 2016; consultant to Champion Building Solutions (residential remodeling) since 2021; instrumental in introducing AREB to Tony Stewart Racing, leading to a sponsorship for NHRA champion Matt Hagan’s team. The Board designates Sinks as independent under Nasdaq rules and as an Audit Committee Financial Expert under Item 407(d)(5) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Screen printing & embroidery (freelance) | Owner/Operator | 2005–present | Small business operational experience |
| Team Image Marketing | Consultant (grocery store displays) | 2016–present | Marketing/retail display advisory |
| Champion Building Solutions (private) | Consultant (home remodeling) | 2021–present | Residential remodeling advisory |
| Motorsports network | Industry connector | Various | Introduced AREB to Tony Stewart Racing, enabling sponsorship of NHRA Matt Hagan team |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Team Image Marketing | Consultant | No | High-end corrugated grocery displays |
| Champion Building Solutions | Consultant | No | Residential remodeling (Kansas City, MO) |
| Tony Stewart Racing Nitro, LLC | None disclosed (industry connection) | No | Introduced sponsorship; no financial interest disclosed |
Board Governance
| Committee | Membership | Chair Role | Notes |
|---|---|---|---|
| Compensation Committee | Sinks, C. S. Cochennet, M. D. Smith | Chair (Sinks) | Oversees executive/director comp; SIAMM Consulting engaged as independent comp advisor in 2023 |
| Mergers & Acquisitions (M&A) Committee | Sinks, C. A. Ross Jr., C. S. Cochennet | Chair (Sinks) | Assists Board in identifying/analyzing M&A opportunities |
| Audit Committee | Sinks, C. S. Cochennet (Chair), M. D. Smith | Member | Board affirmed all three as “Audit Committee Financial Experts”; oversight of auditor changes (BF Borgers dismissal; GBQ engagement) |
| Nominating & Corporate Governance (NCGC) | Sinks, C. S. Cochennet, M. D. Smith | Member (Chair: Smith) | Board effectiveness and composition oversight |
| Independence & Executive Sessions | Independent director; executive sessions expected | — | Board determined Sinks independent; independent directors to meet in regularly scheduled executive sessions |
Fixed Compensation
| Component ($USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (non-employee director) | $60,000 policy (pro-rated actual: Fees earned $15,632; other $6,740; total $22,372) | $60,000 total for non-employee directors (classified as “All Other Compensation” in proxy table) |
| Committee/meeting fees (accruals) | Not separately disclosed | Accrued board fees: $70,000; accrued meeting/other fees: $33,000 (as of 12/31/2024) |
Notes:
- Non-employee directors entitled to $60,000 per year; Board also pays nominal cash fees and reimburses meeting costs .
- In 2023, independent directors received equity settlements for prior periods; Sinks joined in Nov 2023 and his 2023 amounts were pro-rated .
Performance Compensation
| Metric/Instrument | Structure | Metrics/Targets | Vesting |
|---|---|---|---|
| Equity awards to directors | Not disclosed for Sinks in 2024; prior 2023 equity grants settled to other independent directors (Lambrecht, Smith, Yonika) | No director performance metrics (TSR/EBITDA/ESG) disclosed for directors | Not disclosed |
No performance-tied director compensation metrics (e.g., TSR percentile, EBITDA growth) are disclosed for Sinks; director equity grants appear ad hoc and were not reported for Sinks in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks |
|---|---|---|---|
| None disclosed | — | — | Company states no compensation committee interlocks; none disclosed for Sinks |
Expertise & Qualifications
- Audit Committee Financial Expert designation; independent under Nasdaq rules .
- Small-business operations, marketing displays, and motorsports industry networking experience (non-financial industries) .
- Governance involvement across Compensation (Chair), M&A (Chair), Audit (member), and NCGC (member) demonstrates broad Board engagement .
Equity Ownership
| Metric | Record Date | Value |
|---|---|---|
| Beneficial ownership (common) | May 28, 2024 | 0 shares; 0.00% of outstanding |
| Beneficial ownership (common) | April 24, 2025 | 0 shares; 0.00% of outstanding |
| Preferred/derivatives | 2024–2025 | No Series A/C/D or options disclosed for Sinks |
| Shares pledged/hedged | 2024–2025 | None disclosed |
Governance Assessment
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Strengths:
- Independent director with dual-chair roles (Compensation and M&A), suggesting meaningful influence on pay and strategic transactions .
- Audit committee financial expertise and participation during auditor transition from BF Borgers to GBQ; committee oversight affirmed .
- Board uses an independent compensation consultant (SIAMM) for program design and market data .
-
Concerns / Red Flags:
- Zero disclosed share ownership in 2024 and 2025 indicates weak personal financial alignment with shareholders; ownership guidelines for directors not disclosed .
- Large accruals of unpaid director fees ($70,000 board; $33,000 meetings/other for Sinks) may signal cash constraints and could create short-term incentives misaligned with long-term value .
- Super‑majority voting power concentrated in Series A Preferred held by management (approx. 95–96% of voting power), potentially undermining effective independence and shareholder checks on pay and transactions overseen by Sinks’ committees .
- Director performance metrics, clawbacks, hedging/pledging policies, and ownership guidelines for directors not disclosed, limiting assessment of pay-for-performance and alignment .
-
Related-party exposure:
- No related-party transactions involving Sinks are disclosed. Sinks’ introduction of Tony Stewart Racing sponsorship is noted, but no personal financial interest is reported .
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Implications for investors:
- Sinks’ committee leadership is a potential positive for process discipline; however, the management’s super-voting control and Sinks’ lack of share ownership reduce confidence that compensation and M&A oversight will reflect minority shareholder interests. Auditor change/remediation steps merit continued audit committee scrutiny under Sinks’ partial oversight .