Michael Seifert
About Michael Seifert
Founder, CEO, and Chairman of PSQ Holdings, Inc. (PublicSquare). Age 29; director since 2023; B.A. in Political Science & International Relations from Liberty University . He founded Private PSQ in 2021 after roles at JH Ranch and Pacifica Enterprises . Under his tenure, PSQ completed the Credova acquisition (Mar 13, 2024) and launched PSQ Payments in Oct 2024, expanding into fintech alongside Marketplace and the EveryLife D2C brand . Financially, revenue scaled from $5.7M (2023) to $23.2M (2024), while net losses were $53.3M (2023) and $57.7M (2024) . He controls approximately 51.53% of voting power via sole ownership of all Class C shares; PSQ is a NYSE “controlled company,” and the CEO/Chair roles are combined .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private PSQ (f/k/a PSQ Holdings, Inc.) | Founder (Private PSQ), later CEO/Chair of PSQ post-business combination | 2021–present | Founded values-aligned marketplace; led go-public via SPAC; scaled into Brands (EveryLife) and FinTech . |
| Pacifica Enterprises, Inc. | Marketing & PR Coordinator | 2019–2021 | Led marketing at a real estate/asset management group . |
| JH Ranch (non-profit) | Associate Director | 2019 | Non-profit leadership experience . |
| JH Ranch | City Director, Tuscaloosa, AL | 2015–2017 | Community/operations leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Colombier Acquisition Corp. II (NYSE: CLBR) | Director | Nov 2023–present | Public SPAC directorship concurrent with PSQ CEO/Chair . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 283,311 | 418,750 |
| Bonus ($) | 18,956 | — |
| Stock Awards ($) | 834,900 (RSUs) | — |
| All Other Comp ($) | 82,811 (incl. auto allowance, moving, 401k match) | 14,831 (401k match) |
| Total ($) | 1,219,978 | 433,581 |
Current program terms and 2024–2025 adjustments:
- Employment agreement: base salary $500,000; target annual bonus 50% of base salary .
- Voluntary reductions: base reduced to $400,000 effective Feb 1, 2024; then to $300,000 effective Nov 1, 2024; as of Apr 25, 2025 proxy, Seifert’s base remains $300,000 (others reinstated Feb 26, 2025) .
Performance Compensation
Annual incentive (cash):
| Metric | Weighting | Target | Actual (FY 2024) | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Bonus | Not disclosed | 50% of base salary | $0 (no bonus paid) | $0 | No detailed metric disclosure in proxy . |
Long-term equity (RSUs):
| Award | Grant Date | Units | Grant-date FV ($) | Vesting | Status at 12/31/2024 |
|---|---|---|---|---|---|
| Time-based RSU | Sep 25, 2023 | 82,500 | 834,900 | 1/3 on 9/25/2024; 1/3 on 9/25/2025; 1/3 on 9/25/2026, continuous service | 55,000 unvested; market value $249,700 . |
Notes:
- No 2024 equity grants to Seifert disclosed; equity in 2024 compensation line is “—” .
- Outstanding RSUs also reflected in the 2024 year-end table .
Equity Ownership & Alignment
| Category | Amount/Detail |
|---|---|
| Class A common stock (M. Seifert) | 29,750 shares |
| Class A common stock (spouse: Sarah Gabel Seifert) | 13,456 shares |
| Class C common stock (M. Seifert) | 3,213,678 shares (100% of outstanding Class C) |
| Voting control | ≈51.53% of voting power via Class C (convertible 1:1 into Class A) |
| Outstanding unvested RSUs | 55,000 RSUs; vesting on 9/25/2025 and 9/25/2026 |
| Earnout eligibility | Up to ~598,510 Class A shares (post-Business Combination earnout) |
| Ownership guidelines | No formal stock ownership guidelines for executives |
| Hedging/Pledging | Hedging and derivative transactions prohibited; pledging prohibited except rare exceptions; none indicated for Seifert |
| 10b5-1 plans | Executives may adopt plans; as of record date, none of PSQ’s directors had a plan in effect |
Employment Terms
Severance and change-in-control (CIC) economics (Seifert Employment Agreement):
- Outside CIC period (termination without cause or good reason resignation): 15 months’ base salary; pro-rated annual bonus based on actual performance; up to 15 months COBRA .
- CIC period (from 3 months before to 12 months after a CIC), double-trigger (termination without cause/good reason): lump sum equal to 18 months’ base salary plus 150% of target bonus; additional lump sum equal to 100% of target bonus pro-rated for year of termination; up to 18 months COBRA; 100% acceleration of unvested time-based equity .
- 280G best-net cutback applies (greater of full amount net of excise tax or cutback to avoid excise tax) .
- Restrictive covenants include confidentiality, non-competition, non-solicitation, and non-disparagement .
Board Governance
- Role/tenure: Class III director; Director since 2023; term expires 2026 . CEO and Chairman roles are combined by-board policy (flexible allocation) .
- Independence/structure: PSQ is a “controlled company” under NYSE rules (majority voting power held by Seifert). The Board is not majority independent, relying on controlled company exemptions; compensation and audit committees are composed of independent directors .
- Committees: Audit (chair Rinn; members Pilot, Masters, Langston); Compensation (chair Masters; members Rinn, Langston); Nominating & Corporate Governance (chair Ayers; members Pilot, Masters). Seifert is not a committee member .
- Meetings/attendance: Board met 12 times in 2024; each incumbent director attended ≥75% of meetings and applicable committees during their service period .
- Executive sessions: Independent directors hold separate executive sessions at least twice annually; a presiding independent director is designated each session .
- Director compensation: As CEO/Chair, Seifert does not receive additional pay for Board service .
Related Party Transactions (governance flags to monitor)
- Registration Rights Agreement at Business Combination included Seifert and certain family-affiliated entities (e.g., Stephen R. Seifert Rev Living Trust) among “Investors” with demand/piggyback rights and customary indemnities .
- Private financing: Oct 24, 2024 PIPE purchasers included Be Led, LLC, controlled by Steve Seifert (Michael’s father), and Willie Langston (later added to the Board); lock-ups and registration rights granted .
- Convertible notes: In March and August 2024, PSQ issued $20M of 9.75% convertible notes to affiliates of director Davis Pilot III; Seifert signed a Stockholder Support Agreement to support the March issuance .
Performance & Track Record
- Strategic execution: Closed Credova acquisition (Mar 13, 2024) adding BNPL capabilities; launched PSQ Payments (Oct 28, 2024), broadening the FinTech segment .
- Company growth: Revenues rose from $5.7M (2023) to $23.2M (2024); net losses were $53.3M (2023) and $57.7M (2024) as PSQ invested to scale Marketplace, Brands (EveryLife), and FinTech .
Director/Executive Pay Structure Analysis (alignment signals)
- Cash mix reduced: Seifert reduced base salary voluntarily twice in 2024 (to $400k, then $300k), and did not receive a 2024 bonus; equity remains the primary long-term incentive via time-vested RSUs granted in 2023 .
- Equity is time-based (not performance-based): 82,500 RSUs vest ratably over 3 years; no disclosed PSU/TSR metrics tied to pay; limited disclosure of annual bonus performance metrics .
- Controlled company governance: Combined CEO/Chair and 51.53% voting control centralize decision-making; compensation committee is independent but Board is not majority independent under controlled company exemptions .
Equity Ownership & Trading Pressure (Vesting Overhang)
- Unvested RSUs of 55,000 vest on 9/25/2025 and 9/25/2026; potential incremental supply is modest relative to outstanding shares; executives are authorized to adopt 10b5-1 plans but no directors had one as of the record date; hedging prohibited; pledging prohibited (rare exceptions) .
Risk Indicators & Red Flags
- Concentrated control: 51.53% voting control; controlled company exemptions; combined CEO/Chair .
- Financial risk: Material weakness in internal control over financial reporting persisted through year-end 2024; significant operating losses as the business scales .
- Related party dynamics: Family-affiliated participation in financing (PIPE) and founder support agreement for convertible notes merit ongoing monitoring of potential conflicts, though approvals and lock-ups/registrations were structured .
Investment Implications
- Alignment: High founder ownership and significant voting control align long-term incentives but reduce minority influence; voluntary cash pay cuts and lack of 2024 bonus point to cost discipline during scaling .
- Retention risk: Low—given founder status, voting control, and time-based vesting cadence; severance/CIC terms are competitive but not excessive for a founder-CEO .
- Trading pressure: Near-term vesting from 55,000 RSUs is limited in magnitude; hedging/pledging curbs mitigate governance risk .
- Key watch items: Progress on internal control remediation, path to profitability, execution in FinTech (Credova, PSQ Payments) and EveryLife growth; governance scrutiny stemming from controlled company status and related-party financing structures .