Sean Dollinger
About Sean Dollinger
Sean Dollinger, 45, is YHC’s Chief Executive Officer and a director; he has served as CEO and on the board since January 2023 and founded the company in January 2021, bringing extensive e‑commerce and capital markets experience, including prior leadership at Lifeist Wellness (formerly Namaste Technologies) and involvement with Jiva Technologies (formerly PlantX Life) . During 2024–2023, YHC recorded net losses of $22.75M and $15.75M, respectively, and its auditor included a going‑concern explanatory paragraph, underscoring execution and financing risk during his tenure . Risk disclosures note Mr. Dollinger’s past involvement in a British Columbia Securities Commission compliance review (related to a 2017 transaction at Namaste) and class actions in Canada/U.S. settled without admissions; the company states it has no formal confirmation of BCSC closure and highlights potential distraction/impact if enforcement were brought .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lifeist Wellness Inc. (formerly Namaste Technologies) | Founder, CEO and President | 2015–2019 | Oversaw day‑to‑day operations and growth strategies of a wellness portfolio company; subject to BCSC compliance review and related class actions later settled without admissions . |
| Jiva Technologies (formerly PlantX Life Inc.; CSE: JIVA) | Founder/Involved in founding and development | 2019–present | Public Canadian company; e‑commerce and digital brand development experience relevant to YHC’s marketplace strategy . |
| LQR House Inc. (YHC) | Founder; CEO & Director | Founded 2021; CEO/director since Jan 2023 | Founded YHC (LQR House) and leads strategy across CWSpirits.com marketplace, brand building (SWOL), and marketing services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jiva Technologies (formerly PlantX Life Inc.) | Founder/Development | 2019–present | Ongoing involvement disclosed; separate public company in Canada . |
| Dollinger Innovations Inc.; Dollinger Holdings LLC | Owner/Manager | Not dated | Prior owners/assignors of SWOL‑related agreements and trademarks later assigned to YHC; creates related‑party context historically . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base salary | $337,572 | $586,700 |
| Cash bonus (annual/other) | $100,000 | $200,000 |
| Retention bonus | — | $850,000 (awarded Oct 2024; $800,000 unpaid at 12/31/24, paid Jan 2025) . |
Notes:
- 2023 stock awards: 25,000 RSUs (714 post‑split shares) grant‑date fair value $5,000,100 to Mr. Dollinger .
- CEO employment agreement base salary set at $540,000 effective at IPO; one‑year term with automatic renewal .
Performance Compensation
| Incentive component | Metric | Weighting/Target | Payout mechanics | Actual payout | Vesting/Timing |
|---|---|---|---|---|---|
| Monthly performance bonus | Website revenue on www.cwspirits.com | No weighting disclosed; $100,000 per $1,000,000 of monthly “Website Revenue”; annual cap $5,000,000 | Paid monthly with quarterly true‑up; downward adjustments repayable by CEO; upward adjustments payable by company | CEO “Bonus” line shows $200,000 paid in 2024 (company does not break out components) | Monthly with quarter‑end true‑up |
| Annual incentive bonus | Board‑determined after 10‑K filing | Not disclosed | Board discretion | Not separately disclosed | Annual |
| RSUs (2023 grant) | Service‑based | Not disclosed | 25,000 RSUs granted in 2023; none vested by 12/31/24 | N/A | Proxy ownership table indicates 89 shares scheduled to vest on June 30, 2025 (post‑split) |
Notes:
- No options outstanding for NEOs as of 12/31/24 .
- Company insider trading policy prohibits hedging, short selling, and pledging/margin accounts for insiders, which mitigates certain risk‑taking and selling pressure behaviors .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 5,038 shares held/beneficially owned by Sean Dollinger as of May 1, 2025; includes 89 shares scheduled to vest on June 30, 2025 from RSUs (post‑split) . |
| Ownership % | Less than 1% (based on 1,066,836 shares outstanding post‑split as of May 1, 2025) . |
| Vested vs. unvested | As of 12/31/24, 25,000 RSUs outstanding and unvested; none vested at year‑end . |
| Options | None outstanding as of 12/31/24 . |
| Pledging/Hedging | Company policy prohibits pledging and hedging; also prohibits holding in margin accounts . |
| Ownership guidelines | Not disclosed. |
Director equity cadence (supply overhang context):
- Four independent directors appointed Dec 2024 each received 50,000 RSUs (1,429 post‑split shares) vesting in eight equal quarterly installments beginning Q1’25; grant date fair value $79,500 each .
Employment Terms
| Term | Summary |
|---|---|
| Agreement dates | CEO employment agreement dated Mar 29, 2023; amended Nov 1, 2023; one‑year term with auto‑renewal . |
| Base salary | $540,000 (effective at IPO), consistent with SCT showing salary progression . |
| Incentives | (i) Annual incentive bonus at Board discretion; (ii) Monthly performance bonus of $100,000 per $1,000,000 in cwspirits.com monthly “Website Revenue,” subject to quarterly true‑up with upward/downward adjustments and a $5,000,000 annual cap . |
| Severance (without cause) | Base salary for shorter of six months or remainder of term; continued health/life benefits through severance period; accrued/earned benefits; pro‑rata prior‑year bonus only if the company met budgeted EBITDA from prior year‑end to termination date; severance conditioned on compliance with covenants and possible release . |
| Cause/death/disability | No base salary beyond termination; other accrued sums payable . |
| Restrictive covenants | Confidentiality and non‑competition provisions apply . |
| Change‑of‑control | Not disclosed. |
Board Governance
- Role: CEO and director since January 2023; not listed as a member of any board committee . Chair role is separated (Chairman: Lijun Chen), mitigating CEO‑Chair concentration risk; a majority of directors are classified as independent under Nasdaq rules .
- Committees: Independent Audit, Compensation, and Nominating/Governance committees in place; pre‑meeting committee memberships listed with independent members and chairs; note that James O’Brien was chair of Audit and Compensation but will not serve post‑Annual Meeting per proxy, implying committee composition changes thereafter .
- Meetings: Board met 6 times in FY 2024; Audit Committee met 3 times .
- Independence: Board determined Hong Chun Yeung, Yilin Lu, Jing Lu, Lijun Chen, and James O’Brien are independent under Nasdaq rules .
Director/Executive Compensation Interface
- Director compensation program applies to non‑employee directors (cash retainers and RSUs as disclosed). Mr. Dollinger is not listed among non‑employee director compensation recipients; his compensation is disclosed under NEO executive compensation .
Related‑Party Transactions (governance red flags)
- Historic exclusive marketing agreement equity issued: 8,334 shares to Sean Dollinger (via Ssquared ownership) and 33,333 shares to KBROS/affiliates in 2021 (pre‑split; amounts shown with post‑split equivalents) .
- Domain/IP transfer: Subsidiary acquired cwspirits.com domain and related rights from Ssquared (50% owned by Sean Dollinger) for $10,000 on Nov 1, 2023 .
- Ongoing fulfillment/financing arrangements: KBROS provides product handling at $40,000/month plus reimbursements and milestone bonuses; separate funding commitment for at least $2,500,000 annually to KBROS to purchase inventory; KBROS is owned by the President of CWS (CWS is the distribution partner)—affiliations create conflicts to monitor .
- Settlements: October 2024 settlement with KBROS and its controlling stockholder for $4,100,000; and a $40,000 settlement with South Doll LP (entity whose general partner is owned by Mr. Dollinger) .
Performance & Track Record (select indicators)
- Liquidity and listing: Company received ~$9.06M net proceeds from warrant exercises and ATM sales in Q1 2025 to address Nasdaq minimum equity deficiency and believes it was in compliance as of April 2, 2025; Nasdaq to monitor ongoing compliance .
- Capital structure changes: One‑for‑35 reverse stock split effective April 21, 2025; proposal to increase authorized common shares from 10,000,000 to 350,000,000 to fund operations, strategic actions, plans/ATM, and equity incentives, with dilution/anti‑takeover risk factors noted .
- Controls and going concern: Material weaknesses disclosed (lack of segregation of duties) and going‑concern language in the auditor’s report noted in proxy .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company, YHC is exempt from non‑binding say‑on‑pay votes and certain enhanced compensation disclosures; no historical say‑on‑pay results are disclosed .
Compensation Committee Analysis
- Composition: Independent directors (Jing Lu and James O’Brien (Chair) pre‑meeting); responsible for executive pay decisions, director pay recommendations, and equity plan oversight .
- Use of independent compensation consultants: Not disclosed .
- Policy controls: Insider trading policy prohibits hedging, short sales, and pledging/margin—aligned with governance best practices .
Risk Indicators & Red Flags
- Significant retention bonuses to CEO ($850k), CFO ($550k), CMO ($285k), and a director ($600k) in Oct 2024 raise alignment questions given going‑concern status and losses .
- Related‑party dependencies (KBROS/CWS/Ssquared, South Doll LP) and multiple settlements create conflict‑of‑interest and counterparty‑concentration risk .
- Dilution risk from proposed authorized share increase and use of ATM; reverse split highlights volatility and listing compliance management .
- Low direct ownership (<1%) and substantial unvested RSUs may limit near‑term alignment, though anti‑pledging/anti‑hedging policy mitigates certain incentives .
- Past regulatory/compliance history at prior company remains a disclosed risk factor (though no current action) .
Multi‑Year CEO Compensation Summary
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $337,572 | $586,700 |
| Bonus | $100,000 | $200,000 |
| Stock awards (grant‑date FV) | $5,000,100 (25,000 RSUs) | — |
| Retention bonus | — | $850,000 (awarded Oct 2024; paid Jan 2025) |
Ownership Snapshot (as of May 1, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Sean Dollinger (CEO/Director) | 5,038 (includes 89 vesting 6/30/25) | <1% |
Board Service Details for Sean Dollinger
| Attribute | Status |
|---|---|
| Director since | January 2023 |
| Current committee roles | None listed |
| Independence status | Executive (not independent) |
| Chair/CEO separation | Yes; Chairman is Lijun Chen |
| Board/Committee activity FY2024 | Board met 6x; Audit met 3x |
Investment Implications
- Pay‑for‑revenue design provides visibility into near‑term cash incentive alignment (revenue on cwspirits.com), but heavy use of retention bonuses in late 2024, low direct share ownership (<1%), and large unvested RSUs temper alignment; anti‑pledging/hedging policy is a governance positive .
- Structural dilution and funding risk are prominent: the 1‑for‑35 reverse split, active ATM usage, and proposed authorized share increase to 350M signal ongoing equity financing reliance amid going‑concern disclosures and internal control weaknesses .
- Related‑party operational dependencies (KBROS/CWS/Ssquared) and recent settlements require heightened scrutiny; any disruption could pressure execution metrics that drive CEO cash incentives .
- Governance mitigants include majority‑independent board, separated Chair/CEO roles, and independent committees; however, committee composition changes post‑meeting should be monitored for continuity and oversight strength .