Ernest Scheidemann
About Ernest Scheidemann
Ernest J. Scheidemann is the Chief Financial Officer and Principal Financial and Accounting Officer of Aspire Biopharma Holdings, Inc. . He was appointed CFO of Aspire Biopharma, Inc. in July 2022 and is a Certified Public Accountant (CPA) . As of the company’s September 2025 prospectus, he is 64 years old . His annual bonus eligibility is tied to achieved company performance metrics for revenue, profitability, and the development of new business relationships, as determined by the board, providing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Benchmark Builders, Inc. | Chief Financial Officer | Apr 2017 – Nov 2018 | Led finance for a construction firm through operational and financial management transition |
| ASG Technologies, Inc. | Chief Financial Officer | 2008 – 2015 | CFO of global software company later acquired by Rocket Software, indicating large-scale finance leadership and exit preparedness |
| WCI Communities | Treasurer and Chief Financial Officer | 2004 – 2008 | Oversaw finance for a ~$2.0B publicly traded homebuilder during cyclical market conditions |
| AT&T Corp | Progressive finance and accounting leadership roles | 1984 – 1999 | Built foundational corporate finance and accounting expertise at a major telecom |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FinTrust Consulting, LLC | Advisor/outsourced CFO/financial advisor to public/private companies, special situations, and start-ups | Nov 2018 – present | Provides broad advisory reach; exposure to capital markets and operational finance across varied mandates |
Fixed Compensation
| Item | FY/Effective | Amount/Structure |
|---|---|---|
| Annual Base Salary (CFO) | Employment Agreement (post-Business Combination) | $240,000 |
| Consulting Arrangement Compensation | 2024 | $150,000 (independent consulting arrangement) |
| Bonus Eligibility | Ongoing | Annual performance-based bonus tied to revenue, profitability, and new business relationships; targets determined by the board (target % not disclosed) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Profitability | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Development of new business relationships | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Notes:
- The 2024 Omnibus Incentive Plan subjects awards to clawback policies and applicable laws imposing mandatory recoupment .
- Reverse Stock Split mechanics provide proportionate adjustments to RSAs/RSUs, options, and warrants, maintaining value and exercise economics post-split .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 564,168 shares |
| Ownership as % of shares outstanding | 1.1% |
| Ownership vehicle | Shares held by Turkey Bay Holdings LLC, beneficially owned by Mr. Scheidemann |
| Vested vs unvested shares | Not disclosed |
| Options (exercisable vs unexercisable) | Not disclosed; outstanding awards and convertibles subject to proportional adjustment in reverse split |
| Shares pledged as collateral | Not disclosed |
| Insider trading policy | Blackout periods; all insider trades must be pre-cleared with legal counsel |
| Clawback policy | Company-level clawback policy referenced; Plan awards subject to mandatory repayment per policy/law |
Employment Terms
- Appointment and Tenure: Appointed CFO in July 2022; currently serves as CFO and Principal Financial and Accounting Officer .
- Term and Salary Review: Employment agreement has an indefinite term; annual base salary of $240,000, subject to annual review .
- Bonus Structure: Eligible for annual performance-based bonuses tied to revenue, profitability, and development of new business relationships; goals set by the board .
- Severance: If terminated without “cause” or resigns for “good reason,” severance consists of (i) earned but unpaid base salary, (ii) incurred but unreimbursed documented reasonable business expenses, and (iii) any other amounts due under applicable law; subject to release and covenant compliance (no salary/bonus multiples or accelerated vesting disclosed) .
- Restrictive Covenants: Non-disparagement, confidentiality, invention assignment, non-interference, and employee/customer non-solicitation .
- Non-Compete: Form of Non-Compete referenced (Exhibit 10.10 to 8-K filed Feb 21, 2025) .
- Clawback: Company clawback policy referenced (Exhibit 99.7); Plan awards subject to clawback/recoupment .
- Insider Trading: Blackout periods and trade pre-clearance required .
Governance and Certifications
- CFO Certifications: Signed SOX 302 and SOX 906 certifications for Q3 2025, affirming disclosure controls, fair presentation, and internal control disclosures .
- Codes and Charters: Code of Ethics, audit committee charter, and compensation committee charter filed; clawback policy referenced .
Investment Implications
- Alignment: Meaningful personal stake (1.1%) via Turkey Bay Holdings LLC supports alignment, though not a controlling position .
- Pay-for-Performance: Bonus structure explicitly tied to revenue, profitability, and business development suggests incentive alignment; lack of disclosed weights/targets limits transparency .
- Risk Controls: Blackout/pre-clearance trading policy and clawback coverage reduce governance and misconduct risk; reverse split mechanics avoid unintended windfalls on equity-linked awards .
- Retention/Exit Economics: Severance limited to accrued obligations with no disclosed change-of-control multiples or accelerated vesting, implying low golden parachute risk but limited retention protections versus market norms .
- Execution Profile: Deep CFO track record across software (ASG), homebuilding (WCI), construction (Benchmark), and large-cap telecom (AT&T), plus advisory breadth via FinTrust, supports competency; however, absent disclosed performance outcomes (TSR/revenue/EBITDA) during tenure constrains quantitative assessment .