Michel Combes
About Michel Combes
Michel Combes is a co‑founder and director of BACQ (Bleichroeder Acquisition Corp. I, now Inflection Point Acquisition Corp. IV), and a managing member of the SPAC sponsor via MC Advisory L.L.C‑FZ. He previously served as CEO of SoftBank Group International (2020–2022) and CFO/CEO of Sprint, leading the $59B merger with T‑Mobile in 2020. He has extensive telecom/technology operating and board experience spanning Altice, Alcatel‑Lucent, Vodafone Europe, and TDF. Filings list other independent directors separately; Combes is not identified as an independent director in BACQ’s filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoftBank Group International | Chief Executive Officer | 2020–2022 | Led portfolio oversight and direct investing; board roles across SoftBank portfolio companies (e.g., SoFi, WeWork, Contentsquare, Cybereason, Jellysmack, Kavak, OneWeb, Sorare, Swile). |
| Sprint (NYSE: S) | Chief Financial Officer; then Chief Executive Officer | CFO: Jan 2018; CEO: May 2018; Merger closed Apr 2020 | Managed Sprint’s $59B acquisition by T‑Mobile; oversaw network and digital transformation initiatives. |
| Altice N.V. | Chief Executive Officer | Not disclosed | CEO of major telecom operator. |
| Alcatel‑Lucent | Chief Executive Officer | Not disclosed | CEO of global networking company. |
| Vodafone Europe | Chief Executive Officer | Not disclosed | CEO of regional operations. |
| France Telecom | Chief Financial Officer | Not disclosed | CFO of national incumbent operator. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| F5 Networks (NASDAQ: FFIV) | Director | Current | Board director. |
| Philip Morris International (NYSE: PM) | Director; Chair of Audit Committee | Current | Audit chair responsibilities. |
| Etisalat (EAND) | Director; Chair of Nominations & Remunerations Committee | Current | Committee leadership. |
| McLaren Racing Limited | Advisory Team Member | Current | Advisory role. |
| E‑Space (private) | Director | Current | Board role at satellite communications company. |
| SoftBank portfolio boards (e.g., SoFi, WeWork, Contentsquare, Cybereason, Jellysmack, Kavak, OneWeb, Sorare, Swile) | Director | Past/Current | Various board roles across portfolio. |
Board Governance
- Committee assignments: Audit Committee members are Joseph Samuels and Antoine Theysset (appointed July 10, 2025); Combes is not listed as a member or chair of the Audit Committee.
- Compensation Committee: Members are Messrs. Samuels and Theysset; both independent; Combes is not listed as a member.
- Nominating/Governance: Company intends to form a committee as required; independent directors (Samuels, Theysset, Cetin, Weinstein, Savitt) handle nominations; Combes is not among those identified as independent.
- Independence: BACQ filings identify independent directors separately (Samuels, Theysset, Cetin, Weinstein, Savitt). Combes, as co‑founder and sponsor managing member, is not classified as independent in filings.
- Attendance: Not disclosed.
- Governance architecture: Articles require Audit Committee to meet at least quarterly, review related‑party transactions, and include at least one “financial expert”.
- Director remuneration framework: Articles permit director remuneration and expense reimbursement as determined by the Board.
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual director cash retainer | $0 cash paid to directors for FY 2024. |
| Committee membership fees | Not disclosed; general authority to set director remuneration in Articles. |
| Committee chair fees | Not disclosed. |
| Meeting fees | Not disclosed; expenses reimbursable. |
| Expense reimbursement | Allowed for travel/hotel/other expenses incurred in Board/committee/general meetings. |
Performance Compensation
| Element | Structure/Terms |
|---|---|
| Equity compensation plans | None; “Securities Authorized for Issuance under Equity Compensation Plans: None.” |
| Incentive/bonus for directors | None disclosed; FY 2024 had no cash compensation to officers/directors. |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed. |
| Change‑of‑control/severance/clawbacks | Not disclosed at director level. |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Risk to BACQ |
|---|---|---|---|
| Philip Morris International | Consumer | Director; Audit Chair | No disclosed BACQ transactions; low direct interlock risk. |
| F5 Networks | Technology | Director | No disclosed BACQ transactions; low direct interlock risk. |
| Etisalat | Telecom | Director; Nom & Remun Chair | No disclosed BACQ transactions; low direct interlock risk. |
| SoftBank portfolio companies (e.g., SoFi, WeWork, OneWeb) | Various | Director | No disclosed BACQ dealings; monitor if future de‑SPAC target overlaps. |
Expertise & Qualifications
- Deep TMT operations and finance expertise; global B2B/B2C leadership; digital transformation; extensive public company board experience; direct investing at SoftBank Group International.
- Noted transaction leadership: managed Sprint → T‑Mobile merger closing in April 2020.
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Approx. % of Outstanding Ordinary Shares | Notes |
|---|---|---|---|---|---|---|
| Michel Combes (beneficially, via sponsor) | 425,000 | 1.7% | 8,333,333 | 100.0% | 25.9% | Sponsor is record holder; Combes may be deemed beneficial owner through MC Advisory L.L.C‑FZ; he disclaims beneficial ownership except to extent of pecuniary interest. |
| Indirect founder share interest (illustrative) | — | — | 1,505,833 founder shares (indirect) | — | — | Through sponsor membership interests; tracking 1:1 to underlying securities. |
- Record date base: 33,758,333 Ordinary Shares outstanding (25,425,000 Class A; 8,333,333 Class B).
- Initial Form 3 filed Oct 31, 2024 confirms sponsor control and Combes’ deemed beneficial ownership via managing member status; disclaims beyond pecuniary interest.
Insider Filings
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 2024‑10‑31 | Combes may be deemed beneficial owner of sponsor‑held Class B; disclaims beyond pecuniary interest; conversion terms one‑for‑one at business combination. |
Governance Assessment
- Alignment and incentives:
- No cash director pay in FY 2024; expense reimbursement permitted. This reduces near‑term cash conflicts.
- Significant sponsor‑level equity interests (Class B “founder” shares and private placement units) create strong incentives to complete a business combination; alignment with SPAC outcome but can bias deal selection. RED FLAG: Sponsor economics may prioritize deal completion over quality.
- Independence and committee efficacy:
- Combes is not listed among independent directors; key committees (Audit, Compensation) are staffed by independent directors, with defined charters and quarterly meeting cadence for Audit. This supports oversight of related‑party transactions and financial reporting.
- Related‑party exposure:
- Articles and 10‑K contemplate reimbursement, consulting/success/finder fees to sponsor/co‑founders and potential convertible loans (up to $2.5M) into private placement units—mechanisms that can transfer value to sponsor affiliates around the business combination. RED FLAG: Potential related‑party fees/convertible loans require rigorous Audit Committee review and full disclosure.
- Audit Committee is tasked to review and approve related‑party transactions and monitor IPO term compliance.
- Ownership/pledging/hedging:
- No pledging/hedging disclosures found for Combes; continue monitoring. Not disclosed.
- Attendance/engagement:
- Attendance rates not disclosed; Board reconstituted July 2025 and committees updated; ensure robust engagement as de‑SPAC progresses.
Implications for investor confidence: Independent committee structures and explicit related‑party review mandate are positives. However, Combes’ sponsor leadership and substantial founder economics are classic SPAC conflict vectors that warrant heightened scrutiny of target selection, fee arrangements, and fairness processes. Regular, transparent Audit Committee oversight and robust independent director involvement are key mitigants.
Notes on Missing Disclosures
- Director meeting attendance, stock ownership guidelines, clawbacks, tax gross‑ups, severance/CIC terms, and specific director cash/equity retainers are not disclosed in available BACQ filings; Articles provide flexible remuneration authority but no amounts.