Phyllis Newhouse
About Phyllis Newhouse
Phyllis W. Newhouse is Chief Executive Officer and a Director of ShoulderUp Technology Acquisition Corp. (SUAC) since inception in 2021; she is a cybersecurity entrepreneur and retired U.S. Army senior NCO, founder/CEO of XtremeSolutions, Inc. (XSI), and a current public-company director (Sabre Corp.) . SUAC is a SPAC with no operating revenues pre-combination; therefore traditional performance metrics such as TSR, revenue, and EBITDA growth are not applicable prior to closing a business combination . SUAC signed a Business Combination Agreement with SEE ID, Inc. on March 18, 2024; closing remains subject to customary conditions including minimum cash and shareholder approvals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ShoulderUp Technology Acquisition Corp. (SUAC) | Chief Executive Officer and Director | 2021–present | Led SUAC to sign BCA with SEE ID (Mar 18, 2024); targeting Nasdaq listing post-closing |
| Athena Technology Acquisition Corp. | Founder, former CEO, and Director | 2021 | Completed de-SPAC with Heliogen, Inc. (Dec 30, 2021) |
| XtremeSolutions, Inc. (XSI) | Founder and Chief Executive Officer | 2002–present | Built national cybersecurity services firm; veteran-focused workforce |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sabre Corporation | Director | Since Apr 2021 | Travel technology company board service |
| Heliogen, Inc. | Director | Not specified | AI-enabled concentrated solar power |
| Technology Association of Georgia | Board member | Not specified | Industry association leadership |
| Business Executives for National Security | Member | Not specified | National security business network |
| Women Presidents Organization | Executive board/member | Not specified | Executive women leadership network |
| Girls Inc. | Director | Not specified | Non-profit board service |
| ShoulderUp (non-profit) | Founder | Not specified | Connecting and supporting women entrepreneurs |
Fixed Compensation
SUAC does not pay executive salaries or director cash retainers prior to completing a business combination; only a fixed administrative support fee is paid to the Sponsor.
| Component | 2024 | 2025 YTD | Notes |
|---|---|---|---|
| Base Salary ($) | $0 (no compensation paid to officers/directors pre-combination) | $0 | Applies to CEO/directors; expenses reimbursed only |
| Target Bonus (%) | N/A (no bonus plan pre-combination) | N/A | |
| Actual Bonus ($) | $0 | $0 | |
| Director Cash Retainer ($) | $0 | $0 | |
| Admin Support Agreement (paid to Sponsor) | $10,000 per month | $10,000 per month | Covers office space and administrative services |
Performance Compensation
No performance-based incentive plans (cash or equity) are disclosed or paid prior to SUAC’s business combination.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed pre-combination | — | — | — | — | — |
Equity Ownership & Alignment
Newhouse’s economic alignment is primarily via the Sponsor’s equity. The Sponsor’s holdings converted to Class A and dominate SUAC’s voting power.
| Metric | As of Dec 19, 2024 | As of Jan 13, 2025 |
|---|---|---|
| Shares Beneficially Owned (Class A) | 11,800,000 (via ShoulderUp Technology Sponsor LLC; Newhouse is managing member and may be deemed beneficial owner) | 11,800,000 |
| Ownership % of Outstanding | 95.58% | 95.59% |
| Founder Shares (converted from Class B) | 10,450,000 (converted on Nov 19, 2024) | 10,450,000 |
| Private Placement Units (shares) | 1,350,000 | 1,350,000 |
| Private Placement Warrants (Sponsor) | 675,000 (half-warrants per unit) | 675,000 |
| Public Warrants Outstanding | 15,000,000 | 15,000,000 |
| Shares Pledged as Collateral | Not disclosed | Not disclosed |
| Lock-up Terms | Converted Class A remain subject to lock-up upon consummation of business combination | Same |
| Non-Redemption Agreements | Up to 1,642,666 Founder Shares allocated to non-redeeming holders at closing, dilutive to Sponsor holdings | Same |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Start Date (SUAC) | 2021 (CEO since inception) |
| Years in Role | ~4 years by 2025 |
| Contract Term/Expiration | No employment agreement disclosed; no benefits upon termination |
| Auto-renewal Clauses | Not applicable |
| Severance | None disclosed |
| Change-of-Control | None disclosed |
| Clawbacks | Not disclosed |
| Non-compete/Non-solicit | Not disclosed |
| Post-termination Consulting | Possible compensation only after business combination; amounts determined post-closing by the board |
Board Governance
| Attribute | Details |
|---|---|
| Board Composition | Seven directors; staggered three classes |
| Independence | Four independent directors (Lauren C. Anderson, Danelle Barrett, Shawn Henry, Janice Bryant Howroyd) |
| Chairman | Shawn Henry (Chairman; Executive Advisor at CrowdStrike) |
| CEO Dual Role | Newhouse serves as CEO and Director (not Board Chair) |
| Audit Committee | Members: Lauren C. Anderson, Janice Bryant Howroyd, Shawn Henry; Henry qualifies as “financial expert” |
| Compensation Committee | Members: Lauren C. Anderson, Danelle Barrett, Janice Bryant Howroyd; may retain independent advisors |
| Nominating & Governance Committee | Members: Shawn Henry, Danelle Barrett, Stacey Abrams |
| Board Meetings/Attendance | Four meetings in 2024; all directors attended ≥75% |
| Executive Sessions | Independent directors have regularly scheduled meetings |
| Lead Independent Director | Not disclosed |
Director Compensation (for Newhouse as Director)
| Component | Disclosure |
|---|---|
| Annual Retainer (cash) | None; directors receive no cash compensation pre-combination |
| Committee Fees | None paid pre-combination |
| Meeting Fees | None paid pre-combination |
| Equity Compensation | None to directors; director remuneration may be established post-combination |
Compensation Structure Analysis
- No cash or equity compensation pre-combination; alignment is via Sponsor’s Founder Shares and Private Placement Units—creating strong incentive to consummate any deal, even if public shareholders’ returns are negative (explicitly flagged as a conflict in risk factors) .
- Lock-up on converted Class A reduces immediate selling pressure post-de-SPAC; however, Non-Redemption Agreements allocate Founder Shares to non-redeemers at closing, diluting Sponsor holdings and potentially impacting alignment optics .
- Compensation committee can engage independent advisors and sets executive pay post-combination, but pre-combination there is no pay-for-performance framework to evaluate .
Related Party Transactions and Policies
- SUAC pays the Sponsor $10,000/month for office space and administrative services; accrued unpaid balance noted (e.g., $208,272 as of 9/30/2024) .
- Sponsor indemnification agreements protect trust value to a floor under certain conditions; Sponsor’s holdings (Founder Shares and Private Placement Units) become worthless if SUAC liquidates, underscoring incentive to complete a deal .
- Audit committee oversees a formal related-party transaction policy for approvals above thresholds; related-party transactions require committee pre-approval .
Risk Indicators & Red Flags
- Heavy insider control: Sponsor and insiders hold ~95–96% of outstanding shares, enabling charter amendments without public share votes; public float is minimal .
- Explicit conflict-of-interest risk: Sponsor can profit even if post-merger share price falls materially below IPO levels due to nominal Founder Share cost basis .
- Internal control material weakness (year-end 2024) related to period-end close failures; remediation efforts underway .
- Exchange delisting and OTC trading; potential “penny stock” treatment and limited liquidity, reducing attractiveness to targets and investors .
- Significant redemptions over multiple extensions, with excise tax liability recorded ($3,415,525 as of 12/31/2024) to be addressed via financing at closing .
- Minimum cash condition ($6M) at closing and net tangible asset floor ($5,000,001) increase execution risk if redemptions are high .
Say-on-Pay & Shareholder Feedback
- No say-on-pay votes; no executive compensation paid pre-combination to evaluate .
Expertise & Qualifications
- Education: B.A. in Liberal Arts Science (Saint Leo College); Institute of Entrepreneurial Leadership program (JFK University); Honorary Ph.D. (CICA International University) .
- Technical and leadership credentials: Cybersecurity pioneer, national security focus in U.S. Army; founder/CEO of XSI; extensive board/leadership roles across technology and non-profits .
Compensation Committee Analysis
- Committee members are independent; authority to engage independent consultants; will set executive and director remuneration post-combination .
- No interlocks reported; Section 16 compliance noted .
Investment Implications
- Alignment via Sponsor equity creates strong closing incentives but also misalignment risk for public holders; risk factors explicitly acknowledge Sponsor can profit even when public shareholders lose value . The extreme insider voting control (~95–96%) and repeated extensions/redemptions indicate execution risk and potential dilution in order to meet minimum cash thresholds . Post-combination, the compensation framework will be established by an independent committee, but today there is no pay-for-performance program to assess; diligence on lock-up expirations, Non-Redemption share transfers, and warrant overhang (15M public, 675K private) will be essential for trading and governance risk management .