Ted W. Hall
About Ted W. Hall
Independent director of Agriculture & Natural Solutions Acquisition Corporation (ANSC) since November 2023; age 76. Founder of Long Meadow Ranch, former senior partner at McKinsey & Company (12 years on McKinsey’s Board; co‑founder and later chairman of the McKinsey Global Institute), and experienced board leader across agriculture, food, and retail. Education: BSE in Electrical Engineering (Princeton) and MBA (Stanford GSB) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Elected member of McKinsey’s Board (12 years); Co‑founder and later Chairman, McKinsey Global Institute | Not disclosed (prior to 2007 public board roles) | Led strategy/organization work for Global Fortune 50; thought leadership on global economy |
| The Robert Mondavi Corporation (NYSE: MOND) | Chairman of the Board | Not disclosed (prior to 2004) | Led strategic review culminating in merger with Constellation Brands (NYSE: STZ) |
| Peet’s Coffee & Tea, Inc. (NASDAQ: PEET) | Director | 2007–2012 | Premier specialty coffee and tea company (U.S.) |
| Williams‑Sonoma, Inc. (NYSE: WSM) | Director | 2007–2017 | Leading kitchenware/specialty foods/home furnishings retailer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Long Meadow Ranch (family-owned companies) | Founder | Since 1989 | Organic/sustainable farming: wine, olive oil, grass‑fed beef/lamb, produce |
| Progenco, Inc. (AgTech) | Chairman and Founding Director | Current | IVF solutions to improve beef/dairy efficiency |
| Grass Fed Foods LLC (GFF) | Former Chairman | Formed Nov 2022 | Formed via merger of Sunfed Ranch and Teton Waters Ranch; previously founding director/chairman of Sun Beef LLC (Sunfed Ranch) |
| Timothy W. Hall Foundation | Director | Current | Non‑profit governance |
Board Governance
- Independence: The Board determined Ted W. Hall is independent under NASDAQ standards and applicable SEC rules .
- Committee assignments: Audit Committee (member); Compensation Committee (member). Audit Chair: Jeffrey H. Tepper; Compensation Chair: Dr. Jennifer Aaker .
- Financial expertise: All audit committee members are financially literate; the Audit Committee financial expert is Jeffrey H. Tepper .
- Attendance and engagement: In FY2024, the Board held 4 meetings and the Audit Committee held 4; no director attended fewer than 75% of meetings of the Board and committees on which they served .
- Nominating process: No standing nominating committee; a majority of independent directors may recommend director nominees; independent‑only sessions are regularly scheduled .
- Audit Committee compliance update: On Mar 26, 2024, Dr. Aaker resigned from the Audit Committee (resulting in two members); the company notified NASDAQ and relied on the cure period. On Mar 24, 2025, Dr. Aaker was reappointed, regaining compliance with NASDAQ Rule 5605(c)(2) .
- Controlled company status (pre‑business combination): Only Class B holders elect directors; ANSC utilizes NASDAQ’s “controlled company” exemption (e.g., not required to have a majority independent board pre‑combination) .
Fixed Compensation (Directors)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | None | “None of our officers or directors has received any cash compensation for services rendered to us” (pre‑business combination) |
| Committee/meeting fees | None | No director fees paid pre‑business combination |
| Administrative support fee (related‑party) | $10,000 per month (to affiliate of Sponsor) | For office space, utilities, and admin support; paid to a Sponsor affiliate, not to Hall personally |
| Expense reimbursement | Allowed | Reimbursement for reasonable out‑of‑pocket expenses; reviewed quarterly by Audit Committee |
Performance Compensation (Directors)
| Element | Status | Metrics/Terms |
|---|---|---|
| Equity/Bonus awards (director pay) | None pre‑business combination | Company discloses no director equity/bonus awards before de‑SPAC |
| Private Placement Warrants | Independent directors participated in 2023 private placement of 9,400,000 warrants (aggregate with Sponsor affiliate) | Warrants at $1.00; exercisable for Class A at $11.50; lock‑up 30 days post‑business combination; per‑director allocations not disclosed |
| Founder (Class B) shares | 400,000 Class B shares issued to independent directors at original purchase price | Hall’s portion is shown in beneficial ownership (below); Class B acquired at original price consistent with Initial Shareholders |
Other Directorships & Interlocks
| Company | Ticker | Role | Years |
|---|---|---|---|
| Williams‑Sonoma, Inc. | NYSE: WSM | Director | 2007–2017 |
| Peet’s Coffee & Tea, Inc. | NASDAQ: PEET | Director | 2007–2012 |
| The Robert Mondavi Corporation | NYSE: MOND | Chairman | Not disclosed (prior to 2004 merger) |
| Constellation Brands (transaction counterparty) | NYSE: STZ | Strategic transaction | Mondavi merged into STZ in 2004 |
No current public company directorships for Hall are disclosed in the 2025 proxy .
Expertise & Qualifications
- Sector/operator depth: Founder/operator across agriculture, wine, specialty foods, retailing; chairman leadership in livestock/AgTech (IVF) and grass‑fed consolidation (GFF) .
- Strategy/M&A: Former McKinsey senior partner; led Mondavi’s strategic review and merger with Constellation Brands .
- Governance/financial literacy: Independent director; member of Audit and Compensation Committees; financially literate .
- Education: Princeton BSE (Electrical Engineering); Stanford MBA .
Equity Ownership
| Holding | Amount | Ownership % | Key Terms/Restrictions |
|---|---|---|---|
| Class B ordinary shares (beneficial) | 240,000 | <1% of outstanding | Class B automatically convert 1:1 to Class A at business combination; lock‑up until 1 year post‑combination (or earlier upon $12 price condition/transaction) |
| Class A ordinary shares | Not disclosed | — | — |
| Private Placement Warrants | Participated (aggregate program = 9,400,000 warrants with Sponsor affiliate and independent directors) | Not broken out per director | $11.50 strike; non‑redeemable; exercisable 30 days post‑combination; transfer restricted until 30 days after business combination |
| Pledging/Hedging | Company has no hedging policy; insider trading policy not yet adopted (expected post‑combination) | — | Governance gap pre‑combination |
| Redemption rights | Initial Shareholders (including independent directors) waived redemption on Class B; not entitled to liquidation proceeds for Class B | — | Aligns incentives to complete a deal |
Related‑Party Exposure and Conflicts
- Structural incentives: Initial Shareholders (including independent directors via Class B founder shares) paid approximately $25,000 in aggregate for 8,625,000 Class B (~$0.003/share), implying significant upside if a business combination closes versus zero value at liquidation—this can bias towards completing a deal .
- Warrant economics: Independent directors also purchased Private Placement Warrants that expire worthless upon liquidation, reinforcing deal‑completion incentives .
- Sponsor loans/fees: $10,000/month admin fee to a Sponsor affiliate; Working Capital Note outstanding $838,405 at 12/31/2024 (up to $1.5m convertible into warrants)—further aligning insiders/Sponsor with deal closure .
- Controlled company mechanics: Pre‑combination, only Class B holders elect directors; ANSC uses NASDAQ “controlled company” exemptions (e.g., no majority‑independent board requirement) .
- Corporate opportunity/competing mandates: Directors/officers may have fiduciary/contractual obligations to Sponsor‑related vehicles; the Articles include a corporate opportunity waiver except for opportunities offered solely in ANSC capacity .
Risk Indicators & Red Flags
- Incentive misalignment risk: Founder shares at ~$0.003 and Private Placement Warrants can favor consummating any deal vs liquidation; Initial Shareholders not entitled to Trust Account redemptions on Class B .
- Governance structure: Controlled company exemptions; public Class A investors lack director election rights pre‑combination .
- Policy gaps: No insider trading policy yet; no hedging policy—expected to be addressed post‑combination .
- Audit Committee lapse (cured): Temporary non‑compliance (two members) from Mar 26, 2024 until Mar 24, 2025; remedied within NASDAQ cure period .
- Related‑party financing: Working Capital Note (convertible into warrants) and monthly admin fees to Sponsor affiliate .
- Litigation/Section 16: Company reports no material litigation against management in their capacity; no delinquent Section 16(a) filings in 2024 .
Governance Assessment
- Positives: Independent status; dual committee service (Audit, Compensation); strong sector and strategy credentials; adequate meeting attendance; independent‑only sessions in place; NASDAQ audit committee compliance restored .
- Watch items for investors: Founder share/warrant economics and Class B voting control pre‑combination; related‑party fee/financing; policy gaps (hedging/insider trading pre‑combination); and the corporate opportunity waiver/overlapping Sponsor mandates, all of which can affect perceived alignment and deal quality .
Overall, Hall brings deep operating and board experience in agriculture and consumer sectors with tangible M&A leadership credentials. However, like many SPACs, ANSC’s pre‑combination governance and economic structure create alignment risks that investors should monitor through the de‑SPAC process .