Andrew Gundlach
About Andrew Gundlach
Andrew Gundlach (age 53) is Chief Executive Officer, President, and Chairman of the Board of BACQ, appointed June 26, 2024. He is President and Co‑CEO at Bleichroeder (since 2019), headed Goldiron (since 2015), and has been an adjunct associate professor at Columbia Business School since 2004. He holds an MBA from Columbia and MS/BS in International Relations from Georgetown; his background includes JP Morgan (Associate), Morgan Stanley (Analyst), and co‑founding Artemis Advisors LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BACQ | CEO, President, Chairman | Since Jun 26, 2024 | Leads SPAC strategy and governance |
| Bleichroeder (RIA) | President & Co‑CEO | Since 2019; at firm since 2006 | Oversees strategic and operational aspects |
| Goldiron (RIA) | Head | Since 2015 | Institutional and UHNW investing leadership |
| Columbia Business School | Adjunct Associate Professor | Since 2004 | Teaches investing; serves on school’s board |
| Artemis Advisors LLC | Co‑founder/Founding Partner | 1999–2006 | Built investment platform |
| JP Morgan Chase & Co. | Associate | 1996–1999 | Investment banking experience |
| Morgan Stanley | Analyst | 1994–1996 | Early-career finance role |
| First Eagle Holdings | Director | Since 2006 | Board oversight (private asset manager) |
| Materia, Inc. | Director | 2014–2021 | Board member until sale to ExxonMobil |
| Odyssey Acquisition SA | Director | 2021–2022 | SPAC board member |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| People.ai | Advisory Board member | Current | Privately held AI company |
| Welltower (NYSE: WELL) | Advisory Board member | Current | Public healthcare infrastructure REIT |
| Council on Foreign Relations | Member; Investment Committee | Current | Policy and investment oversight |
Board Governance
- Board structure: Prior to an initial business combination, only Class B shareholders (Sponsor) vote to appoint/remove directors; Class A holders do not. BACQ may elect “controlled company” exemptions under Nasdaq, though it currently does not rely on them .
- Independence: Independent directors are Joseph Samuels, Antoine Theysset, Nazim Cetin, Pierre Weinstein, and Kathy Savitt; Andrew Gundlach is not independent (CEO/Chair) .
- Committees and chairs:
- Audit Committee: Members – Savitt, Weinstein, Cetin; Chair – Nazim Cetin; all independent; Cetin is audit committee financial expert .
- Compensation Committee: Members – Samuels, Theysset; Chair – Antoine Theysset; all independent .
- Executive sessions: Independent directors will have regularly scheduled meetings at which only independent directors are present .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Cash compensation (executives/directors) | None to date; no cash compensation paid for services rendered | |
| Potential payments (pre‑Business Combination) | Finder/advisory/success fees to Sponsor/co‑founders/management; reimbursements; repayment of working capital loans (up to $2.5M convertible at $10/unit; up to $750K by Inflection Point) |
Director retainers, meeting fees, equity grants are not disclosed at this stage; SPAC directors/officers historically receive no cash compensation until after a business combination .
Performance Compensation
No performance‑based incentive metrics (TSR, revenue, EBITDA, ESG) are disclosed or in effect for directors/executives at this stage; clawback policy adopted in October 2024 for erroneous incentive compensation should any be implemented in the future .
Other Directorships & Interlocks
| Entity | Public/Private | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| First Eagle Holdings | Private | Director | Asset management governance; no BACQ transaction disclosed |
| Welltower (NYSE: WELL) | Public | Advisory Board member | Healthcare REIT advisory role; no BACQ transaction disclosed |
| Odyssey Acquisition SA | Public (SPAC) | Former Director | SPAC experience; no disclosed BACQ interlock |
| Materia, Inc. | Private (sold) | Former Director | Historical; no current interlock |
| People.ai | Private | Advisory Board | AI advisory; no BACQ transaction disclosed |
| Council on Foreign Relations | Non‑profit | Investment Committee | Non‑profit governance |
Expertise & Qualifications
- Domain expertise: Technology/TMT investing, asset management, capital markets, SPAC structuring and execution .
- Financial oversight: Leads a registered investment adviser; audit committee expertise resides with independent director Nazim Cetin; Andrew’s finance background complements board oversight .
- Governance credentials: CFR Investment Committee member; Columbia Business School board member .
- Education: MBA (Columbia); MS/BS (Georgetown SFS) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B (Founder) Shares | % of Class B | % of Outstanding Ordinary Shares | Notes |
|---|---|---|---|---|---|---|
| Bleichroeder Sponsor 1 LLC | 425,000 | 1.67% | 8,333,333 | 100% | 25.94% | Sponsor is record holder |
| Andrew Gundlach | 425,000 | 1.67% | 8,333,333 | 100% | 25.94% | Managing member of Sponsor; disclaims beneficial ownership except pecuniary interest; indirect interest in 1,505,833 founder shares |
| Michel Combes | 425,000 | 1.67% | 8,333,333 | 100% | 25.94% | Managing member of Sponsor; same disclaimer and indirect interest |
Additional ownership details:
- Inflection Point Fund I LP (unaffiliated with BACQ management) holds non‑managing membership interests in the Sponsor tracking 5,266,667 founder shares; no voting or disposal rights on Sponsor’s securities .
- Public redemption cap: A single holder or group cannot redeem more than 15% of public shares without company consent if approval is sought via shareholder vote .
Pledging/hedging: No pledging or hedging disclosures identified for Andrew Gundlach .
Governance Assessment
Key findings:
- Sponsor control and director appointment: Prior to business combination, Class B holders (Sponsor) exclusively control director appointments/removals; BACQ is a potential “controlled company,” reducing minority shareholder influence pre‑deal .
- Committee independence: Audit and Compensation committees are constituted with independent directors and chaired by independent members (Cetin and Theysset), bolstering oversight .
- Compensation/governance policies: Insider Trading Policy (adopted Oct 16, 2024) and SEC‑compliant Clawback Policy are in place; no executive/director cash pay to date, consistent with SPAC practice .
- Ownership alignment and potential conflicts: Andrew Gundlach is a managing member of the Sponsor and CEO/Chair of BACQ, with indirect economic interests in founder shares. Sponsor economics (founder shares purchased at nominal cost; rights to fees/loans) can create incentives to consummate a transaction even if public investors face dilution or underperformance .
Potential conflicts and related‑party exposure:
- Payments and loans: BACQ may pay finder/advisory fees to Sponsor/co‑founders/management; up to $2.5M in working capital loans (including up to $750K by Inflection Point) are convertible into units at $10; Sponsor previously lent funds for IPO (repaid) .
- Sponsor indemnity: Sponsor agreed to backstop trust to at least $10.00/public share for certain third‑party claims, but has not reserved funds; recovery may rely on independent directors’ judgment to pursue Sponsor if needed .
- Redemption limits: 15% cap on redemptions by a single holder/group without company consent if the deal is approved via shareholder vote, potentially constraining shareholder exit .
RED FLAGS:
- Controlled appointment/removal of directors by Class B holders pre‑combination, limiting Class A investor influence .
- Founder shares acquired at nominal price; Sponsor and managing members may profit even if post‑deal stock trades below $10, creating misaligned incentives .
- Ability to pay transaction‑related fees to Sponsor/management and issue convertible working capital units can introduce conflicts around deal selection and structure .
- 15% redemption cap without consent can constrain large holders’ rights during approval processes .
Attendance/engagement: Director meeting attendance rates are not disclosed; independent directors will hold regular executive sessions .
Overall implication: Governance design is typical of SPACs—independent committees and policies in place, but Sponsor control and founder share economics present inherent alignment risks. Investors should monitor forthcoming deal terms (valuation, dilution, earnouts) and any fee arrangements to assess alignment with public shareholders .