Shaun Limbers

About Shaun Limbers

B. Shaun Limbers is Executive Vice President and a Director at TruGolf Holdings, Inc. (TRUG). He is 45 years old and has served in academic and entrepreneurial roles at Baylor University, including Clinical Assistant Professor of Entrepreneurship and Director of the Institute for Family Business; he has also been Adjunct Faculty and Associate Director for Baylor’s entrepreneurship center since May 2019. He holds a BS in Business Administration from Pepperdine University and an MBA from the University of Notre Dame . He is currently a board member and executive officer at TRUG, with board control concentrated among founders via dual-class stock and the CEO serving as Chairman, which has implications for governance independence .

Past Roles

External Roles

Fixed Compensation

Not disclosed for Shaun Limbers in the latest special meeting proxy or 10-K filings. TRUG is a smaller reporting company and notes scaled disclosures; CEO certification and internal control disclosures are present, but named executive officer compensation tables for Limbers are not provided in the available documents .

Performance Compensation

Not disclosed for Shaun Limbers (no PSU/RSU/option grant details or incentive metric frameworks for Limbers in the available filings). Company-wide incentive recoupment policy (Dodd-Frank 10D-1/Nasdaq 5608) applies to executive officers for financial reporting measure-based compensation, with recovery for the three preceding fiscal years upon a restatement .

Equity Ownership & Alignment

• Pledging/Hedging: The charter permits pledging of Class B shares without automatic conversion unless foreclosure occurs, which would convert to Class A; this is a potential alignment risk if applicable to insiders with Class B holdings. Limbers’ class mix is not disclosed in the table, which lists aggregate common shares only .

Employment Terms

• Clawback policy: TRUG’s Dodd-Frank Restatement Recoupment Policy mandates recovery of erroneously awarded incentive-based compensation tied to financial reporting measures upon a restatement (three-year lookback; committee-administered; applies to executive officers) .
• Insider trading controls: Pre-clearance required for all directors/officers; quarterly black-out periods from 14 days before quarter-end until two full trading days after earnings release; violations prohibited, with Form 4/144 compliance emphasized .
• Severance, non-compete, change-of-control terms: Not disclosed for Limbers. Exhibits list employment agreements for other executives but not Limbers in the latest 10-K exhibit index .

Board Governance

• Board service: Limbers is a Director; he signed the 10-K and S-3 as Director (April 15, 2025; November 17, 2025) .
• Committee structure: The non-employee directors (Humphrey P. Polanen, Riley Russell, AJ Redmer) are members of the Audit (1), Compensation (2), and Nominating (3) Committees; Limbers, as an executive director, is not listed as a member of these committees in the SEC roster .
• Independence considerations: Dual-role dynamics (CEO also Chairman) and dual-class stock concentration can reduce effective independence and elevate governance risk; special meeting proxies and charter amendments reinforce board discretion on reverse splits and share increases .

Performance Compensation

Not specifically disclosed for Limbers. Company-level policy framework:

Compensation Structure Analysis

• At-risk pay and metrics: Not disclosed for Limbers. No RSU/PSU/option detail found in DEF 14A/10-K for Limbers .
• Policy strength: The presence of a formal recoupment policy is aligned with market standards and Nasdaq rules, supporting pay-for-performance integrity .
• Governance concentration: Dual-class voting and CEO-Chairman role present potential insulation of management from shareholder discipline, which can weaken compensation oversight despite committee independence .

Related Party Transactions

• The special meeting proxy asserts no affiliate transactions or indebtedness with directors/officers outside ordinary course employment/benefits, consistent with arm’s-length expectations .

Risk Indicators & Red Flags

• Governance concentration risk: Founders’ voting control (e.g., CEO 82.7% total voting power via Class B) may limit shareholder influence on compensation/governance matters .
• Internal controls: Material weakness disclosed for FY 2024 due to lack of CFO and control documentation/processes; remediation plan ongoing (hiring CFO, policy development) .
• Listing compliance: Nasdaq deficiency notices and reverse split/share increase proposals indicate capital structure and listing risk management by the board .

Equity Ownership & Alignment — Detail Table

Board Service History and Committee Roles (Director-focused)

• Board service: Limbers is a Director; board signatures indicate active service in 2025 .
• Committee roles: Committees are staffed by independent directors (Polanen, Russell, Redmer) across Audit, Compensation, and Nominating; Limbers is not shown on these committees, reflecting standard practice to exclude executives from independence-critical committees .
• Dual-role implications: Executive + Director status introduces potential conflicts, magnified by CEO-Chairman dual role and dual-class voting. Compensation oversight relies heavily on independent director committees to mitigate these risks .

Employment & Contracts

• Start date/tenure: Not disclosed for Limbers in available filings .
• Severance/change-of-control: Not disclosed for Limbers; the company’s Series A Preferred contains change-of-control election mechanics and priority payments for holders, but these are investor instruments, not executive employment terms .
• Ownership guidelines/pledging: Charter permits Class B pledging without automatic conversion unless foreclosure occurs (alignment caveat); company-wide policy on insider trading and blackout windows governs executive transactions .

Expertise & Qualifications

• Education: BS, Pepperdine University; MBA, University of Notre Dame .
• Functional expertise: Private investments, transaction structuring, joint ventures, investment banking, and fundraising; academic leadership in entrepreneurship .

Investment Implications

• Alignment: Limbers’ direct beneficial ownership is modest (<1%), but executive status plus board role offers influence; overall board control is dominated by founders via Class B voting, which weakens external governance checks and can dilute pay-for-performance discipline .
• Retention/selling pressure: Absent disclosed vesting schedules or Form 4 activity for Limbers, near-term insider selling pressure cannot be assessed; trading is constrained by pre-clearance and blackout policies, reducing opportunistic sales but not eliminating liquidity needs . We attempted to fetch Form 4s but encountered access error; additional monitoring is warranted.
• Governance risk premium: Material weaknesses in internal control and ongoing Nasdaq compliance actions point to operational/governance execution risk, potentially elevating the company’s risk premium regardless of individual executive performance .
• Compensation oversight: Presence of a clawback policy aligns with market standards, but dual-role/dual-class structure suggests investors should scrutinize committee independence and rigor in setting executive pay and performance metrics, especially absent detailed disclosure for Limbers .