Michael Bledsoe

About Michael Bledsoe

Michael J. Bledsoe is President and Director of PCS Edventures!, Inc. (PCSV). He joined the Board on June 8, 2016 and began employment as VP & Treasurer on July 1, 2016; he was appointed President on August 21, 2016 per the 2025 proxy, while the 2025 10-K identifies his President role date as August 21, 2018 and notes he was promoted to President on April 23, 2018. He is 59, holds a BBA in Quantitative Management (Finance, 1989) and an MBA from Boise State University, and is a CFA charterholder (1994). As Principal Financial Officer, he certifies the company’s 10-K under SOX 302/906 .

PCS revenue declined from $9.09M in FY2024 to $7.42M in FY2025; net income fell from $4.44M to $0.95M over the same period. OTC price history shows the stock moved from a $0.065 closing price in Q2 2023 to $0.240 by Q4 2024 before settling around $0.160 in Q4 FY2025, indicating significant appreciation during his tenure and subsequent pullback .

Past Roles

External Roles

Fixed Compensation

Observations:

• Year-over-year compensation mix is entirely cash; there were no equity grants, options, or LTIPs in FY2024–FY2025 .
• The broader employee bonus framework is a discretionary quarterly program based on “qualified revenue,” which excludes reseller-adjusted revenue; this likely informs executive bonus discretion though specific executive metrics are not disclosed .

Performance Compensation

Notes:

• The company discloses the existence of a discretionary, revenue-quality-based bonus program, but does not publish executive-specific weights, targets, or payout curves .

Equity Ownership & Alignment

Additional equity events:

• On Aug 24, 2022, Bledsoe exercised 1,000,000 performance options at $0.025 per share ($25,000). As of FY2025-FY2024, the company reports no outstanding options or warrants across all executives .

Company buybacks (context for insider selling pressure):

• Authorized up to 10M shares over three years (Apr 10, 2025). Repurchased blocks in FY2025 (2.54M shares, $547,713) and additional buys in May 2025 (384,959 shares). From a supply/demand standpoint, this offsets potential selling pressure and signals capital allocation confidence .

Employment Terms

• Employment Agreements: None for executive officers; no LTIP, pension/SERP, or equity compensation plans active .
• Severance/Change-of-Control: Not disclosed; no severance multiples, CoC triggers, or accelerated vesting terms published .
• Clawback/Tax Gross-ups: Not disclosed .
• Non-compete/Non-solicit/Garden Leave/Post-termination: Not disclosed .
• Section 16 Compliance: All required filings timely for FY2025 .

Board Governance

• Board Service: Director since 2016; President and Director currently .
• Committees: Board acts as Audit Committee (smaller reporting company). Nominating & Governance Committee includes Hackett, Bledsoe, and Iddings .
• Independence: Bledsoe is not independent under NASDAQ rules; Iddings is independent .
• Board Meetings: Three regular meetings in FY2025; no director attended less than 75% .
• Director Compensation: Internal directors (including Bledsoe) receive no board compensation; independent director Iddings receives 20,000 restricted shares per quarter (e.g., $2,480 reported for Q1 FY2025 grant timing) .

Dual-role implications:

• President + Director with the Board collectively setting executive compensation (no compensation committee) increases concentration of power and potential independence concerns; mitigated by at least one independent director and transparent disclosure of no executive board fees .

Performance & Track Record

• Strategic milestones: Led operational transition post-2017 leadership change; returned PCSV to fully reporting status via Form 10 effective Dec 4, 2023; serves as Principal Financial Officer and co-certifies filings under SOX 302/906 .
• Financial outcomes: FY2024 revenue $9.09M vs FY2025 $7.42M; net income $4.44M vs $0.95M; cash from operations rose to $2.52M in FY2025 and working capital improved to $5.59M .
• Market performance context (OTC data excerpt):

  Period	Closing Bid	Closing Price
  4/1/2023 – 6/30/2023	0.075	0.065
  7/1/2024 – 9/30/2024	0.224	0.240
  10/1/2024 – 12/31/2024	0.240	0.240
  1/1/2025 – 3/31/2025	0.152	0.160

Director Compensation (for completeness)

Compensation Structure Analysis

• Shift toward guaranteed cash: Compensation in FY2024–FY2025 is 100% cash; no RSUs/PSUs/options or LTIP disclosed .
• At-risk pay: Bonus is discretionary and relatively small ($10.8k in FY2025, $16.1k in FY2024); no published performance weights/targets, limiting pay-for-performance transparency .
• Equity alignment: Bledsoe owns 2.73M shares (~2.2–2.3%), but lacks ongoing equity grants; company repurchases bolster per-share metrics yet do not directly tie executive compensation to shareholder outcomes .
• Governance structure: No compensation committee; board-level determination introduces independence concerns for pay decisions .

Related Party Transactions and Red Flags

• Related party transactions: None in FY2025 .
• Legal proceedings: None disclosed for executives .
• Options repricing/underwater modifications: None; no options outstanding .
• Equity pledging/hedging: Not disclosed; no reported pledging .
• Say-on-Pay: Not disclosed; OTC context .

Compensation Peer Group and Say-on-Pay

• Peer group/target percentile: Not disclosed .
• Shareholder feedback: Not disclosed .

Expertise & Qualifications

• Finance and investment management, CFA charterholder, adjunct teaching in investing; board/financial oversight, SOX certifications as PFO .

Work History & Career Trajectory

• Progression from institutional investment roles to VP/Treasurer (2016) and President (2018 per 10-K; 2016 per proxy); Board service since 2016 indicates internal elevation to leadership and governance roles .

Compensation Committee Analysis

• No separate compensation committee; board as a whole sets executive pay; no mention of independent compensation consultants or conflicts .

Investment Implications

• Alignment: Material share ownership (~2.2–2.3%) supports alignment, but lack of ongoing performance-based equity grants and absence of disclosed metrics weaken pay-for-performance signaling .
• Retention Risk: No employment agreement, severance, or CoC protections published; while flexibility benefits shareholders, absence of retention economics may elevate transition risk in competitive labor markets .
• Trading Signals: Company buyback authorization (up to 10M shares) and active repurchases reduce float and can support price; no signs of insider selling from executives in FY2025 filings, and Bledsoe’s last disclosed option exercise was in 2022 at $0.025/share .
• Governance: Dual role (President + Director) with board-controlled compensation and only one independent director implies heightened independence risk; however, transparent zero board pay for executives and disclosed committee roles partially mitigate concerns .

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