Wayne Moorehead
About Wayne Moorehead
Wayne Moorehead serves as Chief Strategy Officer of Direct Selling Acquisition Corp. (DSAQ); he was identified in that role in DSAQ’s registration statement in 2021 and remained an officer of the company per the 2025 proxy, although he resigned his board seat on November 3, 2023 to maintain a majority of independent directors and continued as CSO . He holds a BS in Marketing Communications & Advertising (BYU) and an MBA in Marketing (BYU Marriott School); he was age 46 at the time of the 2021 filing . DSAQ is a blank-check company with no operations or revenues prior to a business combination; accordingly, there are no company operating performance metrics (revenue/EBITDA growth) or TSR-based pay elements disclosed for Moorehead pre-combination, and executives receive no compensation from DSAQ prior to the initial business combination .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Young Living | Chief Marketing Officer | Not disclosed | CMO at a ~$2B direct seller of essential oils and related products . |
| Purple Innovation (NASDAQ: PRPL) | Chief Brand Officer | 2017–2019 | Helped scale a “fastest-growing” DTC brand; Purple merged with a SPAC in 2018 in a transaction valued at ~$1.1B . |
| Nature’s Sunshine Products (NASDAQ: NATR) | Chief Marketing Officer | Not disclosed | CMO at a multinational direct seller of nutritional and personal care products . |
| Hint Creative (agency) | Chief Strategist | Not disclosed | Advised national/international brands (e.g., J&J, Whole Foods, Intel) . |
| Case Agency (NY) | Chief Strategy Officer | Not disclosed | Led strategy for major consumer brands . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hint Creative | Chief Strategist | Not disclosed | Agency-side leadership advising national/international brands . |
| Case Agency | Chief Strategy Officer | Not disclosed | Agency strategy leadership . |
Fixed Compensation
| Component | Amount/Terms | Period | Source |
|---|---|---|---|
| Base salary | $0 (no cash compensation to executive officers prior to a business combination) | Pre-business combination | |
| Target bonus | Not applicable (no executive cash compensation pre-combination) | Pre-business combination | |
| Actual bonus paid | $0 (none) | Pre-business combination | |
| Other cash arrangements | Company pays Sponsor $10,000/month for office/administrative services (not paid to executives) | From listing through earlier of business combination or liquidation |
Performance Compensation
| Incentive type | Metrics tied | Target/Weighting | Vesting schedule | Payout/Grant details |
|---|---|---|---|---|
| Annual cash incentive | None disclosed/pre-combination | Not applicable | Not applicable | No executive cash compensation before business combination . |
| Equity awards (RSUs/PSUs/options) | None disclosed/pre-combination | Not applicable | Not applicable | “No compensation of any kind” to executives before business combination (implies no equity grants) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | Not reported for Moorehead in 2025 proxy; table shows entries for Sponsor and CEO, with dashes for Moorehead . |
| Ownership as % of outstanding | Not reported (Sponsor held 67.9% of outstanding Common Stock via DSAC Partners LLC and converted founder shares; Moorehead not listed as a separate beneficial owner) . |
| Vested vs. unvested shares | Not applicable (no awards disclosed) . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | Not disclosed. |
| Stock ownership guidelines | Not disclosed. |
Context on cap table dynamics/trading overhang:
- On March 29, 2024, the Sponsor converted 5,749,000 Class B founder shares into Class A on a one-for-one basis and agreed to waive any right to receive trust funds with respect to those Class A shares; the shares remain subject to restrictions under the insider letter agreement .
- As of the 2025 proxy, DSAC Partners LLC (Sponsor) and Dave Wentz were the only listed beneficial owners; Moorehead was not listed with share ownership, suggesting limited direct selling pressure from Moorehead specifically .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Not disclosed; company states no compensation of any kind to executives pre-combination and no agreements providing termination benefits . |
| Severance | None; “not party to any agreements…that provide for benefits upon termination” . |
| Change-of-control | None disclosed; compensation, if any, to be determined by post-combination board/comp committee . |
| Non-compete / Non-solicit | Not disclosed. |
| Clawback provisions | Not disclosed. |
| Start date / tenure as CSO | Identified as CSO in 2021 registration; continued as officer through 2025 proxy; resigned board seat Nov 3, 2023 but remained CSO . |
Additional Governance and Process Context
- Compensation Committee: Members include Bradford Richardson and Travis Ogden (Ogden chairs, per 2023–2024 filings). Pre-combination, the committee’s practical scope is limited, as no executive compensation is paid; post-combination compensation will be set by independent directors .
- Emerging Growth Company status: DSAQ uses EGC accommodations, including reduced executive compensation disclosures and no say‑on‑pay requirement pre-combination .
Performance & Track Record Highlights
- Moorehead’s operating track record is primarily in brand/marketing leadership at growth consumer and direct selling companies: CMO at Young Living (~$2B direct seller), Chief Brand Officer at Purple (2017–2019; 2018 SPAC merger valued at ~$1.1B), and CMO at Nature’s Sunshine .
- Agency-side leadership advising national/international brands (J&J, Fender, Whole Foods, American Eagle, Intel), underscoring deep brand-building expertise .
- Company-level financial/TSR metrics at DSAQ are not applicable pre-combination given SPAC status (no operations/revenue) .
Investment Implications
- Pay-for-performance alignment today is minimal by design: executives, including Moorehead, receive no cash or equity compensation from DSAQ prior to closing a business combination; any future compensation will be set by the post-combination board and could include equity-based incentives tied to operating metrics, but none are disclosed yet .
- Insider selling pressure from Moorehead appears limited near term: the 2025 proxy does not report Moorehead as a beneficial owner, whereas the Sponsor controls a majority block; the Sponsor’s 5.749M converted Class A shares remain subject to insider restrictions, reducing immediate float impact from insiders other than the Sponsor .
- Retention risk is a watch item: with compensation deferred until after a deal and no severance/change-of-control economics disclosed, retention relies on prospective post-combination roles and incentives; however, Moorehead remained as CSO after resigning his board seat in 2023, indicating continued engagement through the de‑SPAC process .
- Governance/comp mechanics post-close: Expect the independent directors/compensation committee to establish performance metrics, equity mix, and potential ownership guidelines after a transaction—key levers that will determine Moorehead’s future pay-for-performance alignment .