Sean Iddings
About Sean P. Iddings
Independent director at PCS Edventures!, Inc. (PCSV), appointed January 22, 2025; age 38 as of the 2025 proxy record, bringing capital markets and business-scaling experience to the board. Current role includes Chief Community Officer at MicroCapClub; previously founded and grew Immersion Factory LLC (2019–2024) into the largest real estate photography company in Central NY; holds a B.A. from Berklee College of Music and has 15+ years of microcap investing experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immersion Factory LLC | Founder | 2019–2024 | Scaled to largest real estate photography firm in Central NY |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MicroCapClub LLC | Chief Community Officer | Current | Leads investor community focused on high-quality microcaps |
| Other public company boards (last 5 years) | — | — | None disclosed |
Board Governance
- Board/committee structure: The full Board acts as Audit Committee (company not required to have a separate audit committee as a smaller reporting company); there is no Compensation Committee (the Board as a whole determines executive compensation) .
- Nominating & Governance Committee: Comprised of all three directors (Todd R. Hackett, Michael J. Bledsoe, Sean P. Iddings) .
- Independence: Iddings qualifies as an independent director under NASDAQ objective tests; the Board did not perform the NASDAQ-required subjective independence determination for any directors .
- Meetings and attendance: The Board held three regular meetings in FY2025; no director attended less than 75% of meetings .
- Tenure on PCSV Board: Appointed January 22, 2025 .
| Governance Metric | FY2025 | Source |
|---|---|---|
| Board meetings held (regular) | 3 | |
| Minimum attendance (all directors) | ≥75% | |
| Independent directors (of 3) | 1 (Iddings) | |
| Audit Committee | Full Board | |
| Compensation Committee | None; full Board sets pay | |
| Nominating & Governance Committee | Hackett, Bledsoe, Iddings |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash retainer | $0 | Company does not compensate internal directors; Iddings receives equity-only . |
| Equity retainer | 20,000 shares of PCSV common stock per quarter (restricted securities under Rule 144) | For quarter ended Mar 31, 2025, shares issued in April 2025 . |
| Director stock award (FV recognized FY2025) | $2,480 | Reflected in Director Compensation table; no options or warrants outstanding . |
| Committee/meeting fees | $0 | Not disclosed; not paid . |
Performance Compensation
| Instrument | Performance Metrics | Weighting | Period | Payout Curve | Status |
|---|---|---|---|---|---|
| None disclosed for non-employee directors | — | — | — | — | Company reports no options, no LTIPs for directors; equity retainer is time-based restricted shares . |
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| None (past 5 years) | — | — | No other public company directorships disclosed . |
Expertise & Qualifications
- Capital markets and microcap investing: 15+ years; community leadership at MicroCapClub .
- Entrepreneurial/operations: Founded and scaled a specialized services business (Immersion Factory LLC) to regional leadership (2019–2024) .
- STEM/technical interest: Licensed drone pilot; advocacy for STEM career pathways .
- Education: B.A., Berklee College of Music .
Equity Ownership
| Date (Reference) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| June 30, 2025 (10-K record) | 2,326,200 | 1.91% (out of 121,924,804) | Includes direct/indirect beneficial ownership per SEC definitions . |
| August 8, 2025 (Proxy record) | 2,346,200 | 2.0% (out of 118,076,784) | Reflects record-date update for proxy . |
- Derivatives/awards outstanding: No options or warrants outstanding for any director as of March 31, 2025; no equity compensation plans outstanding .
- Section 16 compliance: All applicable insider ownership filings were timely during FY2025 .
Governance Assessment
-
Alignment and engagement
- Positive: Equity-only director compensation (20,000 shares per quarter) and meaningful personal ownership (≈1.9%–2.0%) align Iddings with shareholder outcomes .
- Attendance: Board reports no director below 75% attendance in FY2025, supporting baseline engagement .
-
Structure and oversight
- Weaknesses: Only one independent director on a three-person board; no separate Audit or Compensation Committee (full Board handles both), which concentrates oversight with management/insiders and is below typical public company governance best practices, albeit permitted for smaller reporting companies .
- Independence process: Board did not perform NASDAQ’s subjective independence determination for any directors, citing only objective tests, reducing formal assurance of independence beyond technical criteria .
-
Conflicts and related parties
- No related-party transactions, family relationships, or legal proceedings disclosed for FY2025; no promoters/parents in last five fiscal years .
-
Control and voting dynamics
- Concentrated insider ownership: CEO Todd R. Hackett beneficially owns ~47% of shares; officers and directors collectively ~49.6%–51.3%, implying de facto control and limited minority influence on contested matters .
-
RED FLAGS
- Only one independent director; full Board acts as Audit Committee; no Compensation Committee .
- Board did not conduct subjective independence determinations per NASDAQ rules .
- Concentrated control by CEO/Board may limit independent oversight and shareholder influence .
Overall implications: Iddings brings capital markets connectivity and owner-like incentives through equity-only pay and direct holdings, which are positive for alignment. However, board structure and independence processes are thin, with control concentrated among insiders; strengthening committee independence and formal independence evaluations would improve governance quality and investor confidence .