Travis Ogden
About Travis Ogden
Independent director of Direct Selling Acquisition Corp. (DSAQ) since the IPO process (August 2021), designated independent and serving on board committees. Co‑founder and CEO of Oola Global (personal development via direct selling), former CEO of Isagenix International (2016–2020), and former COO of Young Living Essential Oils (2012–2016). Credentials include a B.S. in Accounting and an MBA from the University of Utah . As of recent filings, officers and directors (excluding indirect sponsor interests) do not own DSAQ common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Isagenix International | Chief Executive Officer | 2016–2020 | Led direct seller; CEO experience in health and wellness |
| Young Living Essential Oils | Chief Operating Officer | 2012–2016 | Guided rapid growth from ~$200M to >$1B revenue |
| KPMG | Associate (audit) | Prior to direct selling roles | IPO audit experience; accounting background |
| Private accounting practice | In-charge associate | Prior to KPMG | Early career foundation in accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oola Global, LLC | Co‑founder & Chief Executive Officer | 2021–present (per S-1) | Personal development subscription via direct selling |
Board Governance
- Committee assignments (at IPO): Audit Committee member; Compensation Committee member and Chair; Nominating & Corporate Governance Committee member (chaired by John Addison) .
- Audit Committee expertise: Board determined Travis Ogden qualifies as an “audit committee financial expert” (SEC definition) .
- Committee updates (Nov 2023): Heather Chastain appointed to Audit Committee; two director resignations (John Addison and Wayne Moorehead) noted, with Chastain’s audit appointment; Ogden remained on the board per contemporaneous committee disclosures .
- Independence: Audit committee members (including Ogden) were designated independent and unaffiliated with sponsor/underwriters at IPO .
Items not disclosed: Board meeting attendance rates; executive sessions frequency; lead independent director.
Fixed Compensation
- Pre-business combination: No director cash compensation or fees; only reimbursement of out‑of‑pocket expenses for directors and $10,000/month paid to the sponsor for office/administrative services (not a director fee) .
- Post-business combination: Directors who remain may be paid consulting/management fees by the combined company; amounts would be disclosed at the time of a transaction if known (not typically known until determined by post‑combination board) .
| Component | Status | Details |
|---|---|---|
| Director cash retainer | Not paid pre‑combination | No cash compensation to directors before de‑SPAC |
| Committee/meeting fees | Not paid pre‑combination | No finder/consulting fees; expense reimbursements permitted |
| Admin support payment | Paid to sponsor | $10,000/month to sponsor for office/admin services |
Performance Compensation
- Equity awards and options: None disclosed for directors pre‑combination; sponsor holds founder shares and private warrants; directors may have indirect interests through sponsor membership but specifics for Ogden not disclosed .
- Post-combination incentives: Potential future fees/comp tied to performance would be set by post‑combination board; metrics not disclosed at this stage .
| Metric/Instrument | Grant Date | Quantity/Terms | Vesting | Notes |
|---|---|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed | None for directors pre‑combination | N/A | Sponsor securities exist separately |
| Options/Warrants (director-specific) | Not disclosed | None disclosed for Ogden | N/A | Form 3 filed with no beneficial ownership |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ogden .
- Private company roles: Oola Global CEO .
- Interlocks/relationships: At IPO, compensation and nominating committees included Ogden and other directors; no disclosed interlocks with competing public companies .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation, implying robust accounting/financial management skills .
- Industry expertise: >10 years C‑suite roles in large direct sellers (operations, CEO), aligning with DSAQ’s sector focus .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| Travis Ogden | Class A Common | 0 | 0.0% | Form 3 indicates no securities owned; latest proxy tables show no holdings for Ogden |
| Sponsor (DSAC Partners LLC) | Class A Common | 5,749,000 | 67.9% | Sponsor converted founder shares; controls voting power |
| Dave Wentz (via DSAC Manager LLC) | Sponsor control | N/A | N/A | Sole member of DSAC Manager LLC managing sponsor holdings |
Insider Trades
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 2021‑09‑23 | Ogden reported no securities beneficially owned at initial filing |
Governance Assessment
-
Strengths:
- Independent director with audit committee financial expert designation; brings strong financial and operating discipline from leading large direct sellers .
- Committee leadership experience (Compensation Committee Chair) enhances governance processes around pay and incentives once a de‑SPAC occurs .
-
Alignment & Ownership:
- No direct DSAQ share ownership reported, limiting “skin‑in‑the‑game” alignment with public shareholders pre‑combination .
- Sponsor controls ~67.9% of voting power, which can approve major actions without public shareholder support—heightening the need for truly independent oversight by directors like Ogden .
-
Conflicts & Red Flags:
- SPAC structural incentives: Sponsor economics and the mandate to complete a deal can create pressure to consummate a transaction even with high redemptions; independent directors should mitigate this via rigorous target diligence and fairness processes .
- Market/listing risks: Securities were delisted from NYSE and moved to OTCQX in 2024; OTCQX rules require de‑SPAC within 18 months of quotation or risk Expert Market downgrade, increasing execution pressure .
- Regulatory constraints: Sponsor foreign‑control considerations (CFIUS) can limit target pool and timing; board oversight critical to manage regulatory filings/mitigation .
-
Engagement & Attendance:
- No attendance data disclosed; committee updates in Nov 2023 indicate ongoing board/committee reconfiguration—monitor for stability and engagement levels .
Overall, Ogden’s financial expertise and deep sector experience are positives for board effectiveness. The lack of direct share ownership and high sponsor control require vigilant independence and robust committee governance, especially around target evaluation, pay structures post‑combination, and regulatory risk management .
Notes on Independence, Attendance, Compensation Structure
- Independence: Affirmed for audit committee at IPO; assumed to continue absent contrary disclosure .
- Attendance: Not disclosed in SEC filings reviewed; special meetings focused on extension/redemption did not include director election matters .
- Compensation mix (pre‑combination): No cash/equity paid to directors; reimbursements only; admin fee paid to sponsor, not to individual directors .
Summary Tables
Committee Roles (current and historical)
| Committee | Role | Period |
|---|---|---|
| Compensation | Chair; Member | Established at IPO (Aug 2021) |
| Audit | Member; Audit financial expert | Established at IPO (Aug 2021); Audit updated Nov 2023 to add Heather Chastain |
| Nominating & Governance | Member | Established at IPO (Aug 2021) |
Director Compensation (pre‑combination)
| Type | Amount/Term | Recipient | Notes |
|---|---|---|---|
| Office/Admin services | $10,000/month | Sponsor | Not director pay; paid until de‑SPAC or liquidation |
| Director fees | $0 | Directors | No compensation pre‑combination |
| Expense reimbursement | Actuals | Directors | Allowed; reviewed quarterly by Audit Committee |
Ownership Alignment
| Metric | Value | Notes |
|---|---|---|
| Ogden beneficial ownership | 0 shares | Form 3 and proxy tables show none |
| Sponsor voting power | ~67.9% | After redemptions and conversions |
Key Risks Affecting Governance
| Risk | Impact | Citation |
|---|---|---|
| Sponsor control & de‑SPAC incentives | Potential misalignment; need strong independent oversight | |
| Listing status (OTCQX/Expert Market risk) | Execution pressure; investor liquidity risk | |
| CFIUS/foreign control issues | Limits target options; adds timing/feasibility risks |
Insider Filings
| Form | Date | Content |
|---|---|---|
| Form 3 | 2021‑09‑23 | No securities owned by Ogden |
Governance Implications for Investors
- Independent oversight and audit expertise from Ogden are positives during target diligence and post‑combination control design .
- The absence of personal shareholding reduces alignment; investors should look for post‑combination director ownership guidelines and compliance to improve “skin‑in‑the‑game” .
- Given sponsor dominance and structural SPAC pressures, robust committee processes (compensation, audit, nom/gov) led/steered by experienced independents like Ogden are central to investor confidence—especially under listing constraints and potential CFIUS review .