Mike Lohner
About Mike Lohner
President, Chief Financial Officer, and Director of Direct Selling Acquisition Corp. (DSAQ). Age 61 (as disclosed in FY2023 10-K), serving since the SPAC’s formation phase in 2021. Background includes founder/operator and investor roles across direct selling and DTC businesses; Chairman (and former CEO) of S&D Retail (Stella & Dot, Keep Collective, Ever Skincare), co‑founder and Chief Strategy Officer of DOSH (sold to Cardlytics for $275M in March 2021), senior roles turning around Home Interiors & Gifts to >$600M retail sales, and earlier consulting at Bain & Company. Education: MBA, Stanford GSB (Arjay Miller Scholar); BA, Economics, BYU. As a SPAC, DSAQ pays no executive cash compensation pre‑business combination; there are no disclosed TSR/revenue/EBITDA performance metrics for pay at this stage.
Past Roles
| Organization | Role | Years (if disclosed) | Strategic Impact |
|---|---|---|---|
| S&D Retail (Stella & Dot, Keep Collective, Ever Skincare) | Chairman; previously CEO | N/D | Leads technology‑enabled social selling platform; industry operating depth cited as qualification for DSAQ board/executive roles |
| DOSH (card‑linked cash‑back platform) | Co‑founder; Chief Strategy Officer | Through Mar 2021 sale | Helped formulate/execute social selling strategies; company sold to Cardlytics for $275M (Mar 2021) |
| Home Interiors & Gifts, Inc. | Executive operator (turnaround) | N/D | Returned company to growth; retail sales grew to >$600M during tenure |
| Bain & Company | Consultant | N/D | Early career strategy consulting experience |
External Roles
| Organization/Body | Role | Years (if disclosed) | Notes |
|---|---|---|---|
| Direct Selling Association (DSA) | Board member (industry association) | 4 years | Industry governance/advocacy exposure |
| S&D Retail | Chairman (current) | N/D | Continues external operating/board leadership alongside DSAQ role |
Fixed Compensation
| Component | Structure | Notes |
|---|---|---|
| Base Salary | $0 pre‑business combination | DSAQ discloses no cash compensation to executive officers/directors before de‑SPAC |
| Target/Actual Bonus | None pre‑business combination | No bonuses disclosed pre‑de‑SPAC |
| Perquisites | None to executives; admin fee to sponsor | DSAQ pays sponsor $10,000/month for office/administrative support (not executive perquisite) |
| Expense Reimbursement | Business expenses reimbursed | Subject to audit committee review; paid from funds outside trust |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| None (pre‑business combination) | – | – | – | – |
| Note: DSAQ has no equity/PSU/option incentives for executives prior to completing a business combination. |
Equity Ownership & Alignment
| Item | Detail | Implication |
|---|---|---|
| Direct ownership (Lohner) | Officers/directors do not own DSAQ common directly; may hold indirect interests via the Sponsor | Skin‑in‑the‑game primarily through Sponsor economics rather than direct shares |
| Sponsor holdings | DSAC Partners LLC holds 5,750,000 founder shares and 11,700,000 private placement warrants | Sponsor economics are highly levered to completing a deal; warrants founder shares carry substantial post‑deal dilution potential |
| Sponsor control | After redemptions/extensions, Sponsor beneficial ownership ~67.9% of voting power (e.g., as of Mar/Apr 2024–25 record references) | High sponsor control lowers approval hurdle for extensions/transactions; low public float |
| Warrant/lock‑up mechanics | Private placement warrants not redeemable while held by Sponsor; subject to transfer limits; may convert or be transferred/forfeited under support agreements | Lock‑ups and convertibility can influence non‑redeem incentives and dilution outcomes |
| Pledging/Hedging | No pledging or hedging by executives disclosed | No pledging red flag identified |
| Ownership guidelines | None disclosed for executives/directors | Typical for SPAC pre‑deal stage |
Employment Terms
| Term | DSAQ Disclosure | Relevance |
|---|---|---|
| Appointment/Start | Officers are appointed by the board; Lohner serving since formation phase (S‑1/DRS) | Tenure since 2021; continuity across SPAC lifecycle |
| Employment agreement | None disclosed providing benefits upon termination | Low severance/change‑in‑control liability; minimal guaranteed comp |
| Severance/CoC | None disclosed | No golden parachute obligations |
| Non‑compete/Non‑solicit | Not disclosed | No restrictions identified in filings |
Board Governance (Context)
- Compensation Committee: Bradford Richardson and Travis Ogden (Chair), independent directors .
- Audit Committee: Heather Chastain appointed Nov 3, 2023 .
- Officers/directors do not own common stock directly (excluding any indirect interests via Sponsor) .
Compensation Structure Analysis (Signals)
- Zero cash/equity pay pre‑deal plus no severance suggests limited personal liquidity draw, but Sponsor’s founder shares and private warrants create strong incentives to close a transaction (even at terms that may be dilutive), a classic SPAC alignment/misalignment trade‑off. Sponsor at‑risk capital (founder shares/warrants and loans/fees) is forfeited/worthless if liquidated, reinforcing deal‑completion bias .
- Post‑deal, executives may negotiate employment/consulting packages with the combined company; amounts and metrics will be determined then (not yet set), introducing potential conflicts during target selection and negotiation phases .
Risk Indicators & Red Flags
- Concentrated sponsor control (~67.9% voting power) reduces the need for public shareholder support in extensions and can push through structures unfavorable to minority holders .
- Significant potential dilution from private placement warrants and founder shares; Sponsor has mechanisms to transfer/forfeit/convert warrants linked to non‑redemption strategies, impacting float and dilution profiles .
- Listing/market risks: DSAQ delisted from NYSE and moved to OTCQX; potential further trading venue risk and liquidity constraints if OTCQX continued‑listing criteria are not met .
- Regulatory/CFiUS complexity given Sponsor foreign control considerations; could delay or block certain targets, increasing execution risk under time pressure .
Performance & Track Record
| Area | Evidence |
|---|---|
| Value creation | Co‑founded DOSH; participated in $275M sale to Cardlytics (Mar 2021) |
| Turnaround/scale | Led Home Interiors & Gifts to >$600M retail sales during tenure |
| Industry credibility | DSA board tenure; S&D Retail chair; deep direct selling/DTC network cited as differentiator for sourcing de‑SPAC targets |
Investment Implications
- Alignment: Lohner’s pre‑deal comp is $0, with economic exposure primarily via Sponsor interests—typical SPAC structure that strongly incents deal completion. High sponsor voting control plus founder/warrant economics tilt payoffs toward “get a deal done,” even if public shareholder dilution rises; investors should discount to reflect potential post‑deal overhang/dilution and low float trading dynamics.
- Retention/Continuity: No contracts or severance; post‑de‑SPAC roles/comp will be set with the combined company. Expect new, potentially performance‑linked packages post‑close; short‑term retention risk pre‑deal appears low given sponsor alignment, but post‑deal retention depends on negotiated terms.
- Governance/Process Risk: Sponsor foreign‑control/CFiUS sensitivities and OTC listing status add execution and liquidity risk; robust due diligence on target readiness (financials, governance, and regulatory) is key.
- Bottom line: Lohner brings credible operating and transaction pedigree in direct selling/DTC, but investor focus should be on de‑SPAC terms (valuation, minimum cash, dilution protections), warrant/founder share treatment, and float/liquidity management to mitigate classic SPAC incentives and ensure pay‑for‑performance alignment is established post‑close.