Michael Dean Smith
About Michael Dean Smith
Michael Dean Smith is an independent director of American Rebel Holdings (AREB) serving since February 8, 2022. He is 55 years old, holds a B.S. in Business Administration and Accounting from the University of Kansas and an MBA from Washburn University, and previously held executive and managerial roles at Payless, Inc. (fka Payless ShoeSource) before becoming Vice President of Industrial Maintenance, Inc. in 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Payless, Inc. (fka Payless ShoeSource) | Various executive and managerial roles | 1997–2017 | Operational and managerial experience |
| Industrial Maintenance, Inc. | Vice President | 2017–present | Manufacturing ops leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Industrial Maintenance, Inc. | Vice President | 2017–present | Private company; no public company boards disclosed for Smith in the 2024/2025 proxies . |
Board Governance
- Committee assignments (2025): Nominating & Corporate Governance Committee (Chair), Audit Committee, and Compensation Committee .
- Independence: The Board determined Smith is independent under Nasdaq rules .
- Audit Committee financial expert: Board determined Smith qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
- Board and committee structure: Four standing committees (Audit; Compensation; Nominating & Corporate Governance; M&A); Smith not on M&A .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual non-employee director fee (eligible) | $60,000 | Policy for non-employee directors |
| 2024 | Reported total for Smith | $60,000 | Shown as “All Other Compensation” in director comp table |
| 2024 | Accrued board fees (as of Dec 31, 2024) | $90,000 | Unpaid; carried as accrued |
| 2024 | Accrued meeting and other fees (as of Dec 31, 2024) | $33,000 | Unpaid; carried as accrued |
| 2023 | Annual non-employee director fee (eligible) | $60,000 | Program terms (adopted in 2022; under review in 2023) |
| 2023 | Reported total for Smith | $60,000 | Shown as “All Other Compensation” in 2023 director comp table |
Notes:
- Non-employee director compensation set at $60,000 per year; 2023 comp structure under review; nominal cash fees and reimbursement for meetings also provided .
- The company has settled independent director services with equity in some periods (see Performance Compensation below), partly to conserve cash .
Performance Compensation
| Grant/Issuance Date | Instrument | Shares | Price/Fair Value | Vesting/Service Period | Notes |
|---|---|---|---|---|---|
| July 1, 2023 (authorized) | Common stock | 8,132 | — | Services Feb 8, 2022 – Jun 30, 2023 | Authorized to Smith for independent director services |
| Sept 20, 2023 (issued) | Common stock | Included in 24,129 total to independent directors | $0.75 per share; aggregate $18,096.75 for 24,129 shares | Covered first two quarters of 2023 for independent directors | Shares were issued to Messrs. Lambrecht, Smith, Yonika to settle accrued stock-comp; company recognized ~$228,000 gain on settlement due to declining stock price |
- No performance metrics, targets, or PSU/option frameworks are disclosed for director compensation; director equity was used chiefly to settle service fees rather than to deliver performance-conditioned awards .
Other Directorships & Interlocks
| Company | Role | Dates | Interlocks/Notes |
|---|---|---|---|
| — | — | — | The company reports no compensation committee interlocks; no other public company directorships for Smith are disclosed in the proxies reviewed . |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert .
- Education: B.S. in Business Administration & Accounting (University of Kansas); MBA (Washburn University) .
- Industry and functional experience: 20 years of executive/managerial roles at Payless; manufacturing leadership at Industrial Maintenance, Inc. since 2017 .
- Governance credentials: Chair of Nominating & Corporate Governance Committee; member of Audit and Compensation Committees .
Equity Ownership
| Record Date | Beneficial Ownership (shares) | % of Common Stock Outstanding |
|---|---|---|
| May 28, 2024 | 8,132 | 0.05% |
| Apr 24, 2025 | 100 | <0.01% (“*”) |
- No pledging or hedging disclosures for Smith were identified; none reported in related-party sections beyond director compensation equity issuance .
Governance Assessment
- Independence and committee leadership: Smith is independent, chairs Nominating & Corporate Governance, and serves on Audit and Compensation; he is designated an audit committee financial expert—positive for oversight capability .
- Ownership alignment: Beneficial ownership is minimal (100 shares as of Apr 24, 2025), indicating limited “skin in the game” as a percentage of outstanding shares; director equity payments occurred historically, but no ongoing director stock ownership guideline is disclosed .
- Liquidity/cash conservation signal: Director fees accrued significantly ($90,000 board fees and $33,000 meeting/other fees for Smith at 12/31/24), and the company has used stock to settle director pay, recognizing gains due to share price declines—signals cash constraints and potential misalignment if equity is used primarily as a cash substitute rather than performance incentive .
- Control and minority rights risk (Board environment): Super-voting Series A Preferred stock held by senior executives confers overwhelming voting control (e.g., 95.93% of voting power attributed to holders of preferred plus small common holdings as described), concentrating governance power and limiting the influence of independent directors and common shareholders—structural red flag for investor protections .
- Legal and compliance backdrop: No director legal proceedings disclosed for Smith in the past 10 years; board maintains a Code of Conduct; committees and independence policies are in place .
Overall, Smith brings financial and operating experience and fulfills key independent oversight roles (including audit financial expert), but investor confidence is impacted by AREB’s capital structure (super-voting preferred), low director ownership, and reliance on accruing/settling director compensation—factors largely outside Smith’s individual profile but material to board effectiveness and shareholder alignment .