Scott Wallace
About Scott Wallace
Scott Wallace, age 55, is ECDA’s Chief Executive Officer and Chairman of the Board. He joined ECD in 2023 and is one of the company’s founders, bringing core skills in marketing and capital allocation; his prior experience includes roles at Greene King P.L.C. and Duke Street Capital in the UK and ownership of a marketing agency. He holds a degree/HND in Tourism from the University of Central England, Birmingham . No TSR, revenue growth, or EBITDA growth metrics for his tenure are disclosed in the proxy filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greene King P.L.C. | Regional Development/Marketing Manager | Not disclosed | Led marketing and regional sales to drive revenue and ROI using CRM data and conversion tracking |
| Duke Street Capital (UK) | Marketing/related role | Not disclosed | Responsible for marketing strategy aligned to revenue generation and ROI |
| Marketing Agency (owner) | Director/Owner | Not disclosed | Built in-house marketing capabilities, reducing agency fees and improving integration |
External Roles
No public-company directorships or committee roles outside ECDA are disclosed in the proxies for Wallace .
Fixed Compensation
Multi-year cash and benefits (as disclosed):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $130,000 | $125,000 (pre-Business Combination) / $425,000 (post-BC) | $425,000 |
| Bonus ($) | $23,900 | — (discretionary; not awarded) | — (discretionary; not awarded) |
| Other Compensation ($) | $7,200 | $5,200 | $24,000 |
Notes:
- Bonuses are discretionary at the Board’s sole discretion and may be based on total revenue, profitability, and other factors .
- Footnote indicates monthly dividends may be paid upon achievement of certain KPIs; amounts are not included in the bonus column .
Performance Compensation
Annual incentive design and outcomes (as disclosed):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary annual bonus (revenue, profitability, other factors) | Not disclosed | Not disclosed | Not disclosed | 2022: $23,900 ; 2023: — ; 2024: — | Cash; no vesting terms disclosed for bonus |
| KPI-linked monthly dividends (footnote reference) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Equity awards (RSUs/PSUs/options) for Wallace are not disclosed in the DEF 14A tables for 2022–2024; the equity plan allows grants but no Wallace-specific grants/vesting schedules are listed .
Equity Ownership & Alignment
| Metric | Nov 27, 2024 | Jul 2, 2025 |
|---|---|---|
| Shares Beneficially Owned | 5,280,000 | 5,280,000 |
| Ownership % of Outstanding | 16.6% (36,199,662 shares O/S) | 11.1% (47,582,259 shares O/S) |
| Directors and Officers as a Group | 77.3% | 52.6% |
Additional alignment policies:
- Insider trading policy adopted (covers directors, officers, and employees) .
- Clawback policy adopted for recoupment of incentive compensation upon accounting restatement under Exchange Act Section 10D and Nasdaq rules .
No explicit disclosure of stock ownership guidelines, pledging or hedging restrictions for Wallace is provided in the proxies .
Employment Terms
Core terms referenced in Wallace’s employment agreement (Exhibit 10.19) and company-wide NEO framework:
| Term | Details |
|---|---|
| Agreement Term | Two years from Business Combination closing; auto-renews for successive one-year periods |
| Compensation Elements | Base salary; discretionary annual or quarterly bonus (may be based on revenue, profitability, other factors) |
| Perquisites | Automobile allowance: $2,000 per month; company-paid full premiums for healthcare/vision/dental for employee and spouse |
| Retirement | 401(k) participation; current company match: 100% of first 3% and 50% of next 2% of employee contributions |
| PTO | 20 days per year (prorated for partial years) |
| Change-of-Control/Tax | Company will not pay any benefit that would create an excise tax under IRC 280G; no tax gross-ups |
| Equity Plan Features | Equity Incentive Plan allows options, RSUs, performance awards; committee may accelerate vesting, including upon change of control |
Specific severance multiples, “good reason”/“for cause” definitions, and non-compete/non-solicit terms are referenced to exhibits but not detailed in the proxy narrative sections .
Board Governance
- Role: CEO and Chairman (dual role) . Nasdaq requires a majority-independent board, with independence described in the 10-K “Conflicts of Interest” section referenced by the proxy .
- Committees: Nominating Committee members are Robert Machinist (Chair), Patrick Lavelle, Thomas Wood; processes include director qualifications, committee composition, succession planning, and related-party transaction oversight . Compensation oversight includes setting board compensation and administering equity plans .
- Board service history: Wallace is a founder and has served as director; he became CEO in 2023 .
- Independence: As CEO/Chairman, Wallace is not an independent director; the company notes Nasdaq majority independence requirement and references additional detail in the 10-K .
Director compensation (non-employee directors):
- Cash: $12,500 per quarterly meeting attended, up to $50,000 per year .
- Equity: One-time options up to 15,000 shares, strike at 110% of price per share at Closing .
Related Party Transactions and Risk Indicators
- Wallace-related transactions: Wallace USA (owned by Scott and Karen Wallace) provided administrative services; ECD paid $18,382 in 2023 and ceased further payments in 2023 .
- Section 16 compliance: All timely for fiscal 2024 except the CFO filed one Form 4 eight days late; no late filings noted for Wallace .
- Control/dilution dynamics: Executives/directors as a group beneficially owned 52.6% (2025) and 77.3% (2024), implying potential insider control; equity plan share reserve expanded from 400,000 to 2,500,000 (Dec 2024) and proposed to 15,000,000 (July 2025), indicating significant future grant capacity and potential dilution .
- Capital actions proposals: Reverse split up to 1:200 authorized by proposal; share issuance approvals under Nasdaq rules; both are relevant to equity supply/price dynamics .
Investment Implications
- Alignment: Wallace’s sizable beneficial ownership (5.28M shares; 11.1% in 2025) aligns incentives with shareholders and reduces near-term sell pressure absent disclosed vesting events . The clawback policy and insider trading policy are positives for governance and risk control .
- Pay-for-performance: Cash compensation is largely base salary with discretionary bonuses tied to revenue and profitability but without disclosed targets/weights; absence of disclosed PSUs/RSUs/options for Wallace in 2022–2024 weakens explicit pay-performance linkage versus best practice .
- Retention: Employment terms (auto-renewing two-year term, market perqs, 401(k) match, no 280G gross-ups) are balanced; lack of disclosed severance/change-of-control economics for Wallace leaves uncertainty on exit costs and retention levers .
- Governance risk: CEO + Chairman dual role and high insider ownership concentration may constrain independent oversight; monitor committee actions and any appointment of a lead independent director or governance enhancements .
- Dilution and grant overhang: The rapid expansion of equity plan share reserve (400k → 2.5M → proposed 15M) suggests future equity issuance capacity; watch for executive grants and potential vesting accelerations upon change-of-control that could create selling pressure or overhang .
- Related party transactions: Payments to Wallace-linked entity in 2023 that were ceased are a prior red flag; continued oversight via the nominating/related-party review process is prudent .