Mike Hebert
About Mike Hebert
Mike Hebert, age 47, is Chief Operating Officer (COO) of PSQ Holdings, Inc. He was appointed effective May 1, 2024, and is listed in the 2025 proxy as serving in the role since April 2024 . He previously served as Chief People Officer starting March 2023. Hebert holds a B.S. in Management Information Systems from Rensselaer Polytechnic Institute and has 15+ years leading HR and operations in technology, focused on building high-performance cultures and talent acquisition programs . PSQ’s filings do not disclose TSR or revenue/EBITDA growth metrics specific to Hebert’s tenure; the company broadly employs equity incentives and market-condition earnouts, rather than explicit executive performance scorecards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PSQ Holdings, Inc. | Chief People Officer | Mar 2023 – Apr/May 2024 | Led HR and operations; specialized in establishing high-performance cultures and top-performing talent acquisition teams |
| PSQ Holdings, Inc. | Chief Operating Officer | Apr/May 2024 – Present | Transitioned to COO to drive operational execution and scaling |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parler | Chief Operating Officer | May 2021 – Dec 2022 | Operated social media platform; senior leadership role in tech operations |
| edX | Head of Human Resources | Feb 2017 – Jan 2021 | Built HR function for a major edtech platform; talent programs enabling growth |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $350,000 | Under employment agreement effective July 19, 2023 (at-will) |
| Target Bonus % | 35% of base salary | Annual bonus target under employment agreement |
Performance Compensation
Equity Awards (RSUs and Earnouts)
| Award Type | Grant Date | Shares | Vesting | Status/Notes |
|---|---|---|---|---|
| RSU (Employment Agreement) | Sep 2023 | 50,000 | One-third on each of first three anniversaries of Closing Date (July 19, 2023) | Granted pursuant to employment agreement; time-based vesting |
| RSU (Closing-related grant) | Shortly after Closing (2023) | 100,000 | Not specified in proxy footnote; similar grants vest over three years | 33,332 RSUs reported as vested by 2025 proxy footnote |
| RSU grants | Jan 26, 2024; Mar 18, 2024 | Not specified | Not specified | Form 4s for these grants were filed late (filed Jan 31, 2025) |
| RSU vestings (net settlement) | Sep 1, 2024; Sep 25, 2024 | Not specified | Vested with net share settlement for tax | Form 4s for these vestings/settlements filed late (filed Jan 31, 2025) |
| Earnout Equity Awards eligibility | Earnout Period (5 years from Closing) | Up to ~76,199 shares | Market-condition triggered by stock price thresholds | Eligible to receive earnout equity awards upon triggers; form/amount of awards determined at grant |
Notes:
- Company practice facilitates “sell-to-cover” transactions upon RSU vesting to satisfy withholding, creating predictable insider selling around vest dates; 838,393 RSUs were vested but unsettled as of Sep 30, 2025, expected to settle post-10-Q filing .
- Earnout triggers are volume-weighted average price thresholds met for 20 of 30 consecutive trading days: $12.50 (Trigger I), $15.00 (Trigger II), and $17.50 (Trigger III); change-of-control at or above thresholds deems triggers met .
Performance Plan Metrics
No executive-specific annual performance metrics (e.g., revenue growth %, EBITDA %, TSR percentiles) tied to Hebert’s cash bonus or equity awards are disclosed. The company did issue a 50,000 RSU award in May 2024 to “an executive” based on a revenue target, but the filing does not identify Hebert as the recipient; thus it is not attributed to him .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Individual share count for Hebert is not separately disclosed in the 2024 or 2025 proxy tables shown; group ownership totals and other executives are disclosed . Hebert’s vested RSUs include 33,332 from the closing-related 100,000 grant per 2025 proxy footnote . |
| Earnout Eligibility | Eligible for earnout equity awards up to ~76,199 shares, contingent on market price triggers . |
| Hedging/Pledging | Company policy prohibits hedging (collars/forwards) and pledging/margin purchases; rare exceptions may be granted for pledging with demonstrable capacity and not margin loans . |
| Stock Ownership Guidelines | No formal executive stock ownership guidelines; compensation committee considers existing stock/option holdings sufficient for alignment . |
| Insider Trading Plans | 10b5-1 plans are permitted; as of record dates noted, directors had none or one plan in effect depending on year . |
| Sell-to-Cover Practice | Company historically executes sell-to-cover on vesting, creating routine insider share sales tied to vest dates . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective July 19, 2023; at-will; initial role Chief People Officer; transitioned to COO May 1, 2024 (agreement remains in effect) . |
| Base/Bonus | Base salary $350,000; 35% target bonus . |
| Restrictive Covenants | Confidentiality, non-competition, non-solicitation (employees/consultants), non-solicitation (customers/suppliers), and non-disparagement . |
| Severance (outside Change-in-Control) | If terminated without Cause or resigns for Good Reason outside CIC period: 12 months base salary continuation; lump-sum bonus equal to 100% of actual annual bonus prorated for year of termination; up to 12 months COBRA . |
| Severance (within Change-in-Control period) | If terminated without Cause or resigns for Good Reason during CIC period (3 months before to 12 months after CIC): lump sum of 15 months base salary; 125% of target bonus; lump-sum prorated 100% target bonus for the year; up to 15 months COBRA; 100% acceleration of all outstanding time-based equity awards . |
| 280G Treatment | “Best-net” cutback: receive greater of after-tax amount vs. reduced parachute to $1 below excise trigger under 4999 . |
Compensation Structure Analysis
- Shift to equity-heavy incentives: Significant RSU grants around the de-SPAC closing (100,000 RSUs for Hebert; 33,332 vested by 2025), plus additional RSU activity in 2024; this increases alignment but also creates predictable vest-related selling due to sell-to-cover .
- Market-conditioned earnouts: Eligibility for ~76,199 earnout shares ties upside to share price performance; grants are made upon triggers or change-of-control at qualifying prices, potentially accelerating if M&A valuation meets thresholds .
- No formal ownership guidelines and hedging/pledging prohibitions: While guidelines are absent, anti-hedging/pledging policies reduce misalignment risk and excessive leverage on company stock .
Risk Indicators & Red Flags
- Late Section 16 filings: Multiple Form 4s for Hebert (RSU grants on Jan 26, 2024; Mar 18, 2024; and vesting/net settlement events in Sep 2024) were not timely filed but later corrected on Jan 31, 2025, indicating process control gaps in insider reporting .
- Insider selling pressure: Company’s sell-to-cover approach around vest dates drives routine insider share sales, which can be a near-term technical headwind .
- Change in CFO role and award modification: Company modified the former CFO’s unvested RSUs due to a role change (Type III modification), highlighting flexibility in equity treatment; although not directly related to Hebert, it shows precedent for award modifications .
Say-on-Pay & Shareholder Feedback
Not disclosed for Hebert specifically; compensation committee composition and responsibilities are documented (independent directors; two meetings in 2024), with authority to retain advisors and oversee equity plans .
Compensation Committee Analysis
- Composition: 2025 compensation committee—Blake Masters (chair), James Rinn, Willie Langston—independent as defined by NYSE; oversees executive compensation and equity plans .
- Clawback: Incentive Plan requires participants to agree to any clawback policy the company has or may adopt; details not specified in proxy .
Expertise & Qualifications
- Education: B.S. in MIS from Rensselaer Polytechnic Institute .
- Technical/Operational Expertise: Extensive HR and operations background in technology; focus on performance culture and talent acquisition .
Work History & Career Trajectory
| Company | Role | Tenure |
|---|---|---|
| PSQ Holdings, Inc. | COO | Apr/May 2024 – Present |
| PSQ Holdings, Inc. | Chief People Officer | Mar 2023 – Apr/May 2024 |
| Parler | COO | May 2021 – Dec 2022 |
| edX | Head of HR | Feb 2017 – Jan 2021 |
Equity Ownership & Incentives (Detailed)
| Category | Detail |
|---|---|
| RSU Inventory & Activity | Multiple grants: 50,000 RSUs (Sep 2023; time-based vest); 100,000 RSUs (closing-related; 33,332 vested); additional grants in Jan/Mar 2024; vesting events in Sep 2024 . |
| Earnout Eligibility | Eligible for ~76,199 shares via earnout equity awards upon triggers or change-of-control valuation thresholds . |
| Vesting Cadence | Employment agreement RSUs vest at annual anniversaries of Closing Date; other RSUs have vest dates evidenced by Sep 1 and Sep 25, 2024 filings . |
| Settlement Practice | Sell-to-cover on vesting for tax withholding, leading to insider share sales . |
Employment Terms (Detailed)
| Provision | Outside CIC | Within CIC (Double Trigger) |
|---|---|---|
| Termination Eligibility | Without Cause or Good Reason | Without Cause or Good Reason during CIC window (3 months before to 12 months after CIC) |
| Cash Severance | 12 months base salary continuation | Lump sum: 15 months base salary + 125% of target bonus |
| Bonus Treatment | Lump sum 100% of actual bonus, prorated | Lump sum 100% of target bonus, prorated |
| Benefits | Up to 12 months COBRA | Up to 15 months COBRA |
| Equity | No acceleration disclosed | 100% acceleration of time-based equity |
| 280G | Best-net cutback | Best-net cutback |
Investment Implications
- Alignment and upside: Hebert’s substantial RSU grants and market-conditioned earnout eligibility align compensation with share price and tenure; the double-trigger CIC protection plus equity acceleration could create retention incentives during strategic events .
- Technical overhangs: Routine sell-to-cover activity and 2024 vesting events (with late filings corrected in 2025) imply periodic insider selling pressure and process risk; monitor vesting calendars and 10b5-1 activity around reporting windows .
- Governance posture: Strong prohibitions on hedging/pledging help maintain alignment, but lack of formal ownership guidelines may reduce structured “skin-in-the-game” targets; clawback acceptance is embedded via incentive plan .
- Retention and change-of-control economics: Competitive severance and accelerated vesting under CIC suggest stable retention in normal course and balanced economics in M&A scenarios; severance outside CIC remains meaningful, limiting abrupt departure risk .