PSQ Holdings CEO Resigns; Dusty Wunderlich Appointed with $400K Base

What Happened

• PSQ Holdings filed an 8-K reporting that Michael Seifert resigned as President, CEO and director effective January 27, 2026; his resignation was not due to any disagreement with the company.
• The board appointed Dusty Wunderlich as Chief Executive Officer effective January 27, 2026. Mr. Wunderlich executed an employment agreement on August 11, 2026 (effective as of Jan 27, 2026) setting his compensation and post‑employment terms.

Key Details

• Base salary: $400,000 per year.
• Bonus: eligible for an annual discretionary performance bonus up to 50% of base salary (company’s sole discretion).
• Equity: granted 57,975 shares of restricted stock on August 11, 2026; those shares vest in full on the first anniversary of the Jan 27, 2026 effective date, subject to continued service. All outstanding RSUs were converted into restricted stock with identical vesting terms.
• Severance/change-in-control protections:
  • If terminated by the company without Cause or by him for Good Reason during a Change in Control Period: lump-sum pay equal to 15 months of base salary plus 1.25× target bonus, plus a separate lump-sum payment equal to 100% of target bonus pro‑rated for the year; COBRA continuation up to 15 months (subject to release and post‑employment obligations).
  • If terminated by the company without Cause or by him for Good Reason outside a Change in Control Period: 12 months base salary continuation, a lump-sum payment equal to 100% of the year’s bonus based on actual performance pro‑rated for the year, and COBRA continuation up to 12 months (subject to release and obligations).
  • Agreement includes a modified Section 280G “cutback” to reduce payments as needed to avoid excise tax if doing so provides a greater after‑tax payment.
• The Wunderlich employment agreement is filed as Exhibit 10.1 to the 8-K.

Why It Matters

• Leadership change: A new CEO can affect strategy, execution and investor confidence; the effective date was January 27, 2026, so this is an already‑implemented leadership change.
• Costs and dilution: The agreement creates near‑term cash and benefit obligations (salary, potential bonuses, severance/COBRA) and equity issuance (57,975 restricted shares plus conversion of RSUs), which could affect cash flow and share count.
• Change‑in‑control protections: Strong severance and tax‑cutback provisions could raise the company’s cost in the event of a sale or leadership exit, which is material information for investors evaluating governance and potential transaction scenarios.