Joseph Samuels
About Joseph Samuels
Independent director of BACQ since November 2024; age 49. Founder/CEO of Channel Partners (since 2023) and Islet Management (since 2017); previously Executive Managing Director and Head of U.S. Trading/Co‑Head U.S. Equity Business at Sculptor Capital (Och‑Ziff) from 2003–2016; earlier roles at Pequot Capital (2001–2003) and Merrill Lynch Sales & Trading (1997–2001). BA in Economics from Rutgers College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sculptor Capital Management (fka Och‑Ziff) | Executive Managing Director; Head of U.S. Trading; Co‑Head U.S. Equity Business | 2003–2016 | Served on Portfolio Management, Risk, and Managing Director Committees |
| Pequot Capital Management | Investment professional | 2001–2003 | — |
| Merrill Lynch & Co. | Sales & Trading | 1997–2001 | — |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Channel Partners | Founder, CEO & COO | 2023–present | Strategic transactions and opportunistic liquidity in public/private companies |
| Islet Management | Founder, CEO & CIO | 2017–present | Opportunistic, catalyst‑oriented long/short equity strategy |
Board Governance
- Independence: Determined independent under Nasdaq/SEC rules; participates among BACQ’s independent directors .
- Committees:
- Audit Committee member (appointed July 10, 2025, following resignations of Cetin and Weinstein) .
- Compensation Committee member; Compensation Committee is comprised of Samuels and Theysset, with Theysset as chair .
- Policies: BACQ adopted an Insider Trading Policy (Oct 16, 2024) and an SEC‑compliant executive compensation Clawback Policy (Rule 10D‑1; Nasdaq 5608) on Oct 16, 2024 .
- Controlled company status prior to business combination because Class B holders control director elections; BACQ currently does not intend to rely on the exemption but may in future .
Fixed Compensation
Directors (including Samuels) received no cash or equity compensation in FY 2024; SPAC permits reimbursement of out‑of‑pocket expenses and potential fees contingent on a business combination.
| Component | FY 2024 Amount (USD) |
|---|---|
| Annual retainer (cash) | $0 |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Equity grants (RSUs/DSUs/Options) | $0 |
| Expense reimbursements | As incurred (policy permits) |
BACQ may pay consulting/success/finder fees to the Sponsor/Co‑Founders/management affiliates in connection with closing a business combination and reimburse out‑of‑pocket expenses; up to $2.5M of sponsor/affiliate loans may be convertible into private placement units at $10.00/unit .
Performance Compensation
No performance‑linked director compensation disclosed; no bonus, PSU/TSR, or quantitative targets for directors.
| Performance Metric Type | FY 2024 Disclosure |
|---|---|
| Bonus/variable pay | None disclosed for directors |
| Equity with performance vesting (PSUs) | None disclosed |
| Option awards tied to targets | None disclosed |
| Defined metrics (revenue/EBITDA/TSR/ESG) | None disclosed |
| Clawback applicability | Clawback policy adopted; applies to executive incentive comp upon restatement |
Other Directorships & Interlocks
- No current public company directorships disclosed for Samuels beyond BACQ .
- Sponsor governance: Bleichroeder Sponsor 1 LLC is controlled by managing members Michel Combes and Andrew Gundlach; not by Samuels . Inflection Point Fund I LP holds non‑managing membership interests in the Sponsor but has no voting rights over Sponsor securities .
Expertise & Qualifications
- Capital markets and trading leadership (Sculptor Capital; Merrill Lynch) with committee experience (portfolio management, risk).
- Founder/operator experience in investment firms (Islet; Channel Partners) with focus on strategic transactions and liquidity.
- Finance/investment domain expertise aligned to SPAC target sourcing and transaction execution .
Equity Ownership
No individual beneficial ownership disclosed for Joseph Samuels as of the proxy record date; Sponsor and certain co‑founders hold founder/private placement securities.
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Approx. % of Outstanding Ordinary Shares |
|---|---|---|---|---|---|
| Joseph Samuels | 0 | 0.0% | 0 | 0.0% | 0.0% |
| Bleichroeder Sponsor 1 LLC | 425,000 | 1.7% | 8,333,333 | 100.0% | 25.9% |
Directors and officers entered a letter agreement (Oct 31, 2024) with the Company and Sponsor to waive certain redemption rights and to vote shares in favor of an initial business combination; July 2025 officers signed joinders to that agreement .
Related Party Transactions and Conflict Considerations
- Sponsor funding/structure: Founder shares and private placement units purchased by the Sponsor; Inflection Point holds non‑managing interests and may provide working capital loans (up to $750,000) and other loans convertible into units (up to $2,500,000) .
- Potential fees: BACQ may pay consulting/success/finder fees to the Sponsor, Co‑Founders, management team, or affiliates to effectuate a business combination (paid from working capital, not trust) .
- Audit Committee role: Reviews/approves related‑party transactions; charter requires monitoring compliance and quarterly meetings; requires an audit committee financial expert and empowers related‑party oversight .
Governance Assessment
- Strengths:
- Independent director with deep capital markets expertise and committee experience; sits on Compensation Committee and (since July 2025) Audit Committee, supporting board effectiveness in pay oversight and financial controls .
- Adoption of Insider Trading and Clawback policies enhances governance hygiene and investor protections .
- Watch‑items/RED FLAGS:
- Pre‑commitment letter agreement obligating directors to vote in favor of the initial business combination and waive certain redemption rights may constrain fully independent judgment and creates perceived alignment with Sponsor transaction completion rather than public shareholder optionality .
- Sponsor‑affiliated financing and convertible loans into private placement units could introduce economic incentives around deal timing/structure; requires robust Audit Committee oversight .
- Controlled company status prior to business combination reduces shareholder influence on director elections; continued vigilance needed if exemption is invoked .
- Signals:
- Audit Committee refresh adding Samuels in July 2025 after resignations indicates responsiveness to governance continuity; continued quarterly audit meetings mandated by charter .
- No director compensation or equity grants pre‑deal limits pay‑for‑performance analysis until after de‑SPAC; monitor post‑combination pay design and ownership guidelines .
Attendance rates, meeting fees, stock ownership guidelines, hedging/pledging policies, and say‑on‑pay outcomes are not disclosed in current filings; reassess after de‑SPAC and first annual proxy.