James Rinn
About James Rinn
James Rinn is Chief Financial Officer (CFO), Treasurer, Principal Financial Officer, and Principal Accounting Officer of PSQ Holdings, Inc. (PublicSquare), effective June 1, 2025; he continues to serve on the Board after stepping down from Audit and Compensation Committee roles on becoming CFO. He is 56, holds a BBA from the University of Texas at Austin, and has 30+ years in finance including senior roles at public/private companies; he is an SEC-designated audit committee financial expert and previously chaired PSQH’s Audit Committee since the July 2023 IPO until his CFO appointment . PublicSquare’s Q3 2025 fintech net revenue rose 37% year-over-year ($4.4M vs. $3.2M), with loss per share improving to $(0.26) from $(0.41), and non-GAAP operating loss narrowing significantly, signaling operational progress during his tenure on the leadership team . The company operates as a controlled company under NYSE rules; prior to his CFO role, the Board considered Rinn independent, but as an executive officer he is no longer independent, and he resigned committee positions to mitigate dual-role independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PSQ Holdings, Inc. | Director; Audit Committee Chair (until CFO appointment) | 2023–2025 | Oversaw audit committee; designated “audit committee financial expert” by SEC; stepped off committees upon CFO appointment to preserve governance independence . |
| Sedera, Inc. | Chief Financial Officer | 2023– | Finance leadership for medical cost-sharing organization (role noted at time of PSQH CFO appointment) . |
| Maxwell Locke & Ritter LLP | CFO & COO | 2015–2023 | Oversaw financial/operational details of partnership, risk management activities . |
| Five Stone Tax Advisers LLC | CFO & COO | 2013–2015 | Managed financial/operational details across service lines . |
| SmithCo Investments & E3 Foundation | CFO & COO | 2011–2013 | Led finance/operations across company segments . |
| First American Flood Data Services (FAF subsidiary) | VP Finance | 2000–2011 | Led financial reporting; coordinated internal, financial, and SOX audits . |
| National Instruments (NATI) | Internal Audit Director | 1999–2000 | Led internal audit; controls environment oversight . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public company boards | Director | — | As of PSQH’s 2023 and 2024 proxies, Rinn served on 0 other public-company boards . |
| Various boards (private/nonprofit) | Director/Advisor | — | Disclosed generally: “held positions on various boards of directors” (specific entities not listed) . |
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $400,000 per annum | June 1, 2025 | Per Employment Agreement; at-will employment . |
| Target Annual Bonus | Up to 35% of base salary | June 1, 2025 | Metrics not disclosed; committee-administered . |
| Benefits | Eligible on same basis as similarly situated employees | June 1, 2025 | Standard company plans . |
Performance Compensation
Annual Cash Bonus
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company/Individual Performance (not disclosed) | — | 35% of base salary target | Not disclosed | Not disclosed | Annual; terms per committee policy . |
Equity Awards – RSUs (Executive)
| Grant Type | Grant Date | Number of RSUs | Vesting | CIC Treatment |
|---|---|---|---|---|
| RSUs under 2023 Stock Incentive Plan | Board-approved after Effective Date | 250,000 | One-third on each of first three anniversaries of June 1, 2025 (i.e., first three anniversaries of Effective Date), subject to continued service | 100% acceleration of outstanding, unvested time-based awards upon qualifying termination within CIC Period (double-trigger) . |
Equity Awards – RSUs (Director Service)
| Year | Grant Date | Number of RSUs | Vesting |
|---|---|---|---|
| 2023 | 09/25/2023 | 29,645 | Vest in full on 09/25/2024 (director service) . |
| 2024 | 06/05/2024 | 46,440 | Vest in full on 06/05/2025 (director service) . |
Equity Ownership & Alignment
| Metric | Dec 8, 2023 | Apr 25, 2025 | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | 0 | 29,645 | Less than 1% of outstanding; director-level holdings . |
| Ownership % (Class A) | — | <1% (“*” in proxy) | — |
| Stock Ownership Guidelines (executives) | — | No formal guidelines | Compensation committee satisfied with existing stock/option holdings; no formal exec guidelines . |
| Hedging & Derivatives | Prohibited | Prohibited | Policy bans options, collars, forward sales; hedging prohibited . |
| Pledging | Generally prohibited (exceptions possible) | Generally prohibited (exceptions possible) | Exceptions require demonstrated capacity to repay without resort to pledged securities . |
| 10b5-1 Plans | Allowed | As of record date, no directors had plans | Company permits execs to enter 10b5-1 plans; none in effect for directors as of record date . |
| Clawback | Plan participant agrees to be bound | Executive Compensation Recovery Policy adopted | Incentive Plan requires acceptance of any clawback policy; Recovery Policy filed as exhibit . |
Employment Terms
| Term | Outside CIC Period | Within CIC Period | Notes |
|---|---|---|---|
| Severance – Cash | 12 months base salary continuation | Lump sum: 15 months base salary + 125% of target bonus | Subject to release and compliance with post-employment covenants . |
| Annual Bonus – Year of Termination | Pro-rated based on actual performance; 100% of earned bonus payable in lump sum | Pro-rated 100% of target bonus payable in lump sum | Based on days employed in year of termination . |
| Benefits | Up to 12 months COBRA continuation | Up to 15 months COBRA continuation | — . |
| Equity | No acceleration disclosed | 100% acceleration of all outstanding, unvested time-based awards | Double-trigger (termination within CIC Period + CIC) . |
| 280G | Best net after-tax or cutback | Best net after-tax or cutback | Limited cutback to optimize after-tax outcome under 280G/4999 . |
| Covenants | Confidentiality; non-compete; non-solicitation (employees, consultants, customers, suppliers); non-disparagement | Same | Customary restrictive covenants . |
| Work Location/Scope | Remote; travel as required; devote substantially all business time; outside activities require CEO approval | Same | Position scope and compliance with policies . |
Board Governance
- Board service: Director since July 2023; Audit Committee Chair through April 2025 proxy; resigned as Audit Chair and from Audit and Compensation Committees effective June 1, 2025 upon CFO appointment; continues as a director (Audit Chair role transferred to Willie Langston; Compensation Committee membership updated) .
- Independence: Prior proxies listed Rinn as independent; as CFO he is an employee and not independent; PSQH operates under NYSE “controlled company” exemptions (Board not majority independent) .
- Executive sessions: Independent directors hold executive sessions at least twice per year .
- Audit Committee financial expert: Board determined Rinn qualifies under SEC rules .
Director Compensation (Cash and Equity)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 12,894 | 300,007 | 312,901 |
| 2024 | 65,000 | 150,001 | 215,001 |
Director RSU Award Terms
| Year | Grant Date | RSUs (#) | Vests |
|---|---|---|---|
| 2023 Initial Director Award | 09/25/2023 | 29,645 | 09/25/2024 (full) . |
| 2024 Annual Director Award | 06/05/2024 | 46,440 | 06/05/2025 (full) . |
| Policy Summary | — | — | Annual equity RSUs $150,000; initial $300,000; one-year vest; accelerates on change in control . |
Performance & Track Record (Company context during Rinn’s leadership tenure)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Net Revenue from Continuing Ops (Fintech, $) | $3.2M | $4.4M |
| Net Loss Per Share (Total, $) | $(0.41) | $(0.26) |
| Non-GAAP Operating Loss ($) | $(232,299) | $(2,191,079) |
- Additional highlights: Payments revenue +50% QoQ; Credit revenue +22% QoQ; Fintech revenue +28% QoQ; Q4 2025 and FY 2026 revenue guidance reaffirmed .
Compensation Structure Analysis
- Shift to executive role: Transition from independent director and Audit Chair to CFO (dual-role mitigated by stepping off committees), with pay mix moving toward salary + annual bonus plus sizable time-based RSU grant (250,000) to retain and align over three years .
- At-risk pay and clawback: Equity awards subject to company clawback policy; executive recovery policy filed; no tax gross-ups—policy uses best net or cutback under 280G, which is shareholder-friendly vs. gross-up .
- Ownership guidelines: No formal executive stock ownership guidelines; insider policy prohibits hedging and generally pledging, moderating risk of misalignment via financial engineering .
Risk Indicators & Red Flags
- Governance: Controlled company exemption with non-majority independent Board; dual role as CFO and director—committee resignations reduce independence conflicts but director service continues .
- Severance economics: Double-trigger CIC protection with cash severance (15 months base + 125% of target bonus) and full acceleration of time-based equity can be generous, potentially increasing change-in-control negotiation leverage but may raise pay-for-performance scrutiny .
- Trading and pledging: Hedging/derivatives prohibited; pledging discouraged with narrow exceptions; as of record date, no directors had 10b5-1 plans in effect—reducing immediate insider selling program risk .
- Clawback: Company recovery policy and Incentive Plan clawback reduce misconduct risk and align with post-SEC rulemaking .
Equity Vesting Timeline & Potential Selling Pressure
- Executive RSUs: One-third vesting on each of the first three anniversaries of June 1, 2025 (i.e., first three anniversaries of the Effective Date), creating potential windows for liquidity events around those dates; acceleration applies to time-based awards upon qualifying CIC termination .
- Director RSUs: 2023 award vested on 09/25/2024; 2024 award scheduled to vest 06/05/2025, subject to service—these add to potential supply at vest dates .
Employment & Contracts
- Term: At-will; position scope includes CFO responsibilities with remote work and travel; outside business activities require CEO approval .
- Covenants: Confidentiality, non-compete, non-solicitation (employees/consultants/customers/suppliers), non-disparagement .
- Severance & CIC: Detailed in Employment Agreement; double-trigger CIC; COBRA continuation; Section 280G limited cutback or best-net after-tax .
Investment Implications
- Alignment: Large, multi-year time-based RSU grant creates retention and alignment incentives; clawback and anti-hedging/pledging policies further align executive behavior with shareholders .
- Governance risk: CFO + director at a controlled company elevates independence scrutiny; stepping off audit/comp committees mitigates, but governance discount may persist .
- Vest-driven supply: RSU vesting anniversaries (first three anniversaries of June 1, 2025) represent potential selling pressure windows; monitoring Form 4 activity and 10b5-1 adoptions is prudent .
- Performance traction: Fintech revenue growth (+37% YoY in Q3 2025) and improved EPS/non-GAAP loss indicate operational progress under current leadership; sustained cost discipline and segment focus will be key to translating growth into profitability .