Dave Wentz
About Dave Wentz
Dave Wentz is Chairman and Chief Executive Officer of Direct Selling Acquisition Corp. (DSAQ); he has served in these roles at least since the 2021 IPO and continues as of 2025 . He previously led USANA Health Sciences (NYSE: USNA), where he progressed from VP roles to President in 2002 and CEO in 2006; under his leadership, USANA increased revenue from approximately $133 million in 2002 to $1 billion upon his retirement in 2016, including a $62.7 million BabyCare acquisition in 2010 . Wentz holds a B.S. in Bioengineering from UC San Diego, has been recognized by Forbes as among “The 21 Youngest CEOs at the Nation’s Biggest Companies” in 2009, and has extensive speaking and board service within the direct selling industry .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| USANA Health Sciences (NYSE: USNA) | VP Development; Sr. VP; EVP | 1992–2002 | Early branding and strategy development for the direct seller |
| USANA Health Sciences | President | 2002–2006 | Drove record sales growth; set executive oversight pre-CEO transition |
| USANA Health Sciences | CEO | 2006–2016 | Revenue grew from ~$133M (2002) to $1B (2016); led $62.7M BabyCare acquisition in 2010 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Direct Selling Association (DSA) | Vice Chair; Chair | 2007–2008; 2008–2009 | Industry policy leadership |
| Direct Selling Education Foundation | Chair | 2006–2007; 2016–2018 | Ethics and education focus |
| Young Presidents Organization (Utah Chapter) | President | 2018–2019 | Executive network leadership |
| USANA Health Sciences | Director | 1993–2004 | Early governance experience |
Fixed Compensation
| Component | 2023 | Notes |
|---|---|---|
| Base Salary | $0 | No cash compensation to executive officers prior to initial business combination |
| Target Bonus (%) | $0 | No bonuses paid or targeted pre-business combination |
| Actual Bonus Paid | $0 | None paid pre-business combination |
| Administrative Services (Sponsor) | $10,000/month | Paid to Sponsor for office space, utilities, and administrative support; ceased upon business combination or liquidation |
Note: DSAQ, as a SPAC, does not pay executive or director cash compensation prior to completing its initial business combination. Administrative services fees are paid to the Sponsor, not directly to Wentz .
Performance Compensation
| Incentive Type | Grant/Structure | Vesting/Trigger | Status |
|---|---|---|---|
| RSUs/PSUs | None disclosed | N/A | No equity awards to executives pre-business combination |
| Options (company grants) | None disclosed | N/A | No option grants to executives pre-business combination |
| Sponsor Private Placement Warrants | 11,700,000 warrants purchased at $1.00 each; exercise price $11.50/share | Transfer restricted until 30 days post-business combination | Held by Sponsor; Wentz controls Sponsor via DSAC Manager LLC (disclaims beneficial ownership except pecuniary interest) |
Founder/Sponsor economics, rather than executive RSUs/PSUs, are primary incentives pre-merger. Private placement warrants and founder shares align Sponsor returns with consummation and post-close share price performance .
Equity Ownership & Alignment
| Metric | Sep 23, 2021 | Mar 11, 2025 |
|---|---|---|
| Founder/Class B Shares (Sponsor) | 5,750,000 Class B (subject to potential 750,000 forfeiture depending on over-allotment) | 1,000 Class B (post partial conversion) |
| Class A Shares (Sponsor) | N/A | 5,749,000 Class A (conversion March 29, 2024) |
| % of Outstanding Common Stock (Sponsor) | N/A | 67.9% |
| Private Placement Warrants (Sponsor) | 11,700,000 purchased at IPO (exercise price $11.50) | 11,700,000 outstanding |
- Control structure: DSAC Manager LLC is the sole member and manager of Sponsor (DSAC Partners LLC); Dave Wentz is the sole member of DSAC Manager LLC, with voting and investment discretion over Sponsor-held shares; he disclaims beneficial ownership except to his pecuniary interest .
- Lock-up: Founder shares are restricted until the earlier of one year post-business combination or if Class A closes at or above $12.00 for 20 of 30 trading days commencing ≥150 days post-combination; private placement warrants restricted until 30 days post-combination .
- Redemption: Sponsor is not entitled to redeem its Common Stock in connection with charter extension votes .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Current Role | Chairman and Chief Executive Officer | |
| Start Evidence | CEO at IPO; signed 8-K and warrant agreement in Sept 2021 | |
| Contract Term/Expiration | Not disclosed | — |
| Severance | No agreements providing benefits upon termination | |
| Change-of-Control | Not disclosed; no executive compensation pre-business combination | |
| Post-Combination Compensation | May be paid consulting/management fees; to be disclosed in business combination materials; determined by post-combination board | |
| Non-Compete/Non-Solicit/Garden Leave | Not disclosed | — |
Board Governance
- Role and tenure: Chairman and CEO of DSAQ; board is classified into three classes, with Wentz and Lohner in the third class .
- Committee structure: Heather Chastain was appointed to the Audit Committee effective November 3, 2023; board aimed to maintain majority independence per NYSE rules, leading to director changes on that date .
- Dual-role implications: The combination of Chairman and CEO roles concentrates authority; the company emphasizes maintaining independent director majority and audit oversight, which mitigates some independence concerns .
Director Compensation
| Component | Pre-Business Combination | Notes |
|---|---|---|
| Annual Cash Retainer | None | No director cash compensation pre-business combination |
| Committee Membership/Chair Fees | None | No fees pre-business combination |
| Meeting Fees | None | No fees pre-business combination |
| Equity Grants (Director) | None | No director equity compensation pre-business combination |
Related Party Transactions and Sponsor Economics
| Item | Amount/Terms | Notes |
|---|---|---|
| Administrative Services (Sponsor) | $10,000 per month | Office space/utilities/administrative support; ceased at business combination/liquidation |
| Convertible Note (Working Capital) | $2,300,000 principal; non-interest bearing | Up to $1,500,000 convertible into warrants at $1.00; due at business combination; not repaid from Trust if no deal |
| Sponsor Promissory Note | $3,855,985 outstanding (as of Dec 31, 2023); non-interest bearing | Matures upon business combination; repaid from funds outside Trust if no deal |
| Private Placement Warrants (Sponsor) | 11,700,000 at $1.00 each; $11.50 exercise | Restricted transfer until 30 days post-combination |
| Registration Rights | Up to 3 demands; piggy-back rights | Applies to founder shares and warrants; company bears filing expenses |
Performance & Track Record
- USANA leadership: Revenue increased from ~$133M in 2002 to $1B in 2016; executed BabyCare acquisition for $62.7M in 2010; recognized by Forbes among youngest big-company CEOs in 2009 .
- DSAQ governance and execution: Ongoing extensions to consummate a business combination, with charter amendments providing additional redemption rights to public holders; latest extension targeted April 28, 2025, with provisions allowing further extension up to September 28, 2025, subject to approvals .
Compensation Structure Analysis
- Equity-heavy, cash-light: No executive or director cash compensation pre-merger; Sponsor economics via founder shares and private warrants dominate incentive alignment .
- Lock-up and price triggers: Founder shares unlock early if Class A trades ≥$12 for sustained periods; warrants exercisable at $11.50 and transferable 30 days post-merger, anchoring post-close monetization incentives .
- Governance threshold: Charter provisions allow pre-business combination amendments with 65% approval; Sponsor holds ~67.9%, which can drive outcomes; public holders receive redemption protections upon such amendments .
Risk Indicators & Red Flags
- CFIUS/Foreign control: Sponsor is “controlled” by a foreign person; business combination may be subject to CFIUS review, adding timing and certainty risks .
- Concentrated control: Sponsor owns ~67.9% of outstanding common stock, enabling approval of 65% threshold amendments; while public holders have redemption rights upon such amendments, governance remains highly Sponsor-driven .
- Related party financing: Significant sponsor loans and convertible features could influence deal timing and structure; non-interest loans and potential warrant conversion up to $1.5M .
Investment Implications
- Alignment: Wentz’s control of Sponsor aligns incentives with completing a value-accretive business combination and post-close share appreciation via founder shares and 11.7M private warrants; however, monetization is gated by lock-up and price thresholds .
- Governance/Execution: Sponsor’s 67.9% position and 65% amendment threshold provide high transactional control, balanced by public stockholder redemption rights; CFIUS risk may constrain target selection and timing .
- Pay-for-performance: No traditional cash/equity executive comp pre-merger; the Sponsor economics function as the primary performance-based incentive, focusing on deal completion and stock performance above $12–$18 thresholds tied to unlocks/redemptions/warrant value .