Wade Seaburg
About Wade Seaburg
Wade Seaburg, age 45, is Chief Commercial Officer (since Feb 2025) after serving as Chief Revenue Officer from Nov 2022; he previously led outside sales and business development and contracted with the company prior to joining full-time. He holds a B.A. in Industrial Engineering from Purdue University and completed Eaton Corporation’s Technical Sales Training Program, with earlier roles at WESCO and as founder/president of Structure Sales focused on RV and Marine OEMs . Executive performance metrics like TSR, revenue growth, and EBITDA growth tied directly to his pay are not disclosed; the company’s 2024 executive pay program comprises base salary, annual cash incentive opportunity, and long-term equity awards . Anti-hedging policies apply to officers and directors; pledging is not specifically addressed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WESCO International (NYSE: WCC) | Senior account representative, Distribution Manufactured Structures Division | 2004–2016 | Sales to manufactured structures segment; foundational industry relationships |
| Structure Sales (founder) | Founder and President | 2016–2021 | Represented industry-leading suppliers to RV and Marine OEMs; built OEM channel expertise |
| Dragonfly Energy (Legacy Dragonfly) | Outside contractor | 2018–2021 | Business development support pre-SPAC |
| Dragonfly Energy (Legacy Dragonfly) | Director of Outside Sales & Business Development | 2021–2022 | Built OEM and DTC commercial capabilities |
| Dragonfly Energy Holdings Corp. | Chief Revenue Officer | Nov 2022–Feb 2025 | Led revenue growth strategy across OEM/DTC |
| Dragonfly Energy Holdings Corp. | Chief Commercial Officer | Feb 2025–present | Oversees commercial execution and OEM/DTC go-to-market |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eaton Corporation | Technical Sales Training Program | Early career | Technical and commercial training credential |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $340,000 | $340,000 |
| Target Bonus (% of base) | 92% | 92% |
| Actual Annual Bonus ($) | — (no disclosed bonus) | — (no disclosed bonus) |
| Annual LTI minimum grant-date value ($) | $490,000 (contract minimum, subject to committee terms) | $490,000 (contract minimum, subject to committee terms) |
| Contingent Cash Award ($) | $163,333.33 (paid only upon achieving $30M cash, continued employment) | — (no new contingent award disclosed) |
Notes:
- April 12, 2024 amendments allow annual compensation delivered as a combination of cash and equity up to specified amounts (including $490,000 for Seaburg), subject to Compensation Committee approval .
- Anti-hedging policy prohibits derivatives and hedging transactions by officers, directors, employees and controlled entities .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Structure | Vesting |
|---|---|---|---|---|---|---|
| RSUs (20,165 granted on 4/12/2024) | Time-based service condition | N/A | Continued employment | N/A | Shares vest, no cash payout | 1/3 annually on 4/12/2025, 4/12/2026, 4/12/2027 |
| Contingent Cash Award (4/12/2024) | Company minimum cash balance | N/A | $30,000,000 company cash balance | Not disclosed | $163,333.33 payable upon cash threshold and continued employment | Not applicable (cash, contingent) |
| Annual cash incentive opportunity | Corporate goals/objectives | Not disclosed | Not disclosed | Not disclosed | Up to 92% of base salary (eligibility requires employment through payment date) | Annual, subject to committee approval |
Additional equity detail:
- No options were granted in 2024; option roll-forward shows 137,522 options outstanding at 9/30/2025, none newly issued in 2025 .
- RSU activity across the company shows vesting and forfeitures; individual vesting for Seaburg follows the 1/3 annual schedule from the 4/12/2024 grant .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 36,220 shares; includes 15,247 shares issuable upon exercise of options exercisable within 60 days of Sep 10, 2025 |
| Ownership as % of shares outstanding | Less than 1% of 61,741,974 shares outstanding as of Sep 10, 2025 |
| Vested vs. unvested | RSUs granted 4/12/2024 vest in three equal annual installments beginning 4/12/2025; specific individual vested/unvested counts not disclosed |
| Options (exercisable vs. unexercisable) | 15,247 exercisable within 60 days; historical option grants include multiple tranches with exercise prices of $5.31, $26.01, $26.00 and expirations in 2030–2031; detailed balances at 12/31/2024 shown in outstanding awards table |
| Pledging/Hedging | Hedging prohibited by insider trading policy; pledging not specifically disclosed |
| Ownership guidelines | Executive stock ownership guidelines not disclosed in proxy; director RSU program described separately |
Lock-up and near-term selling constraints:
- October 2025 follow-on offerings included lock-up agreements; Wade Seaburg is listed among signatories (terms not detailed in excerpt), indicating near-term transfer restrictions following the offering .
Employment Terms
| Term | Provision |
|---|---|
| Agreement date | Nov 7, 2022 (initial employment agreement) |
| Initial term & auto-renewal | 3-year initial term; automatic 3-year renewals, subject to 90 days’ notice of non-renewal |
| Base salary | $340,000 |
| Target bonus | Up to 92% of base salary; employment through payment required (except death/disability) |
| Annual LTI | Grant-date value minimum $490,000; terms set by Compensation Committee; amended 4/12/2024 to allow cash/equity mix up to specified amount |
| Non-compete / Non-solicit | 12 months post-termination |
| Severance (non-CoC) | 1.0x base salary (paid in installments over 2 years), 12 months COBRA, full vesting of time-based equity; performance awards remain eligible if conditions are satisfied |
| Severance (Change-in-Control) | Double trigger: termination without cause or for good reason within 3 months before–12 months after CoC; 1.5x base salary paid lump sum; options fully vest and remain exercisable; no pro-rated bonus provision applies |
| Excise tax gross-up | Company pays additional amounts to make executive whole after parachute excise tax (shareholder-unfriendly red flag) |
| Clawback | Awards subject to forfeiture/recoupment under company policy and applicable laws |
| Insider trading | Anti-hedging policy prohibits derivatives and hedging transactions |
Investment Implications
- Pay-for-performance transparency is limited: Seaburg’s annual incentive metric framework is not disclosed; a notable contingent cash award is gated by an absolute cash balance ($30M), aligning incentives toward liquidity rather than growth metrics (could signal near-term financing/deleveraging priorities) .
- Retention risk appears mitigated by time-based RSU vesting across 2025–2027 and severance protections; however, the presence of an excise tax gross-up under change-in-control is shareholder-unfriendly and raises governance concerns .
- Insider selling pressure: RSU vesting dates (April 12 annually) and October 2025 lock-up agreements suggest potential near-term unlocking events; monitor subsequent Form 4 filings around April 2026 and lock-up expiration to gauge selling activity .
- Dilution backdrop: proposals to increase the equity plan share pool and reverse/board reverse split mechanics point to future issuance capacity; equity compensation remains a core tool, implying ongoing dilution risk that should be balanced against talent retention needs .
All information above is sourced from Dragonfly Energy’s 2025 proxy statement and SEC filings as cited.