David Bamper

About David Bamper

David Bamper is Bayview Acquisition Corp’s Chief Financial Officer and Principal Accounting Officer, certifying BAYA’s quarterly reports under SOX Sections 302 and 906 in 2025 . BAYA is a blank check company with no operations and nominal assets held in a trust account; performance is driven by interest income on trust investments rather than operating revenue . Board signatures list Xin Wang as CEO and director and Yuk Man Lau as Chairman; Bamper is not designated as a director on the signature page . Beneficial ownership tables show Bamper with no reported share ownership as of both the 2024 and 2025 proxies .

Past Roles

Not disclosed in company filings reviewed.

External Roles

Not disclosed in company filings reviewed.

Fixed Compensation

• Pre-business combination, BAYA discloses no cash compensation to officers or directors (including finders/consulting fees). Officers/directors are reimbursed for out-of-pocket expenses only; any officer pay would be determined post-combination by independent directors or a compensation committee .

Performance Compensation

• No equity or performance-based awards are disclosed for Bamper prior to a business combination; the compensation committee charter governs such plans post-combination (objectives, incentive/equity plan administration, and adviser independence) .

Equity Ownership & Alignment

• Founder shares are controlled by the sponsors and are not eligible for redemption; sponsor interests (including private placement units) become worthless upon liquidation, creating strong incentives to complete a business combination .
• Corporate opportunity doctrine waiver in charter may create potential conflicts (director duties to other entities), though BAYA states it does not believe the waiver interfered with target identification .

Employment Terms

• Indemnification: Articles provide indemnification and advancement of legal costs to officers/directors acting in good faith, excluding fraud/willful default .
• Severance, change-of-control, non-compete, and consulting arrangements: Not disclosed for Bamper. The compensation committee is authorized to review/approve employment and severance agreements post-combination .
• Director/officer committee roles: An 8-K on Mar 21, 2024 appointed Wei Lu as audit committee member and compensation committee chair; Bamper is not identified as a committee member in that filing . Committee independence and responsibilities are outlined in the S-1/charter .

Board Governance

• Board composition/signatures: CEO Xin Wang and Chairman Yuk Man Lau are listed; Bamper signs as CFO/PAO (not designated as director on the signature page) .
• Committee structure: Audit and compensation committees are comprised of independent directors per Nasdaq/SEC rules, with compensation committee oversight of executive pay and equity plans post-combination .
• Director compensation prior to business combination: No cash compensation; expense reimbursement only .

Performance & Track Record

• Controls and certifications: Bamper executed SOX Section 302 and 906 certifications for Q2 and Q3 2025 10-Qs, attesting to disclosure controls, internal control over financial reporting, and fair presentation of financial condition .
• Operating context: As a shell, BAYA reports formation/operating costs offset by interest income from the trust account; financial statements detail trust balance, redemption mechanics, and net income driven by trust yields .

Compensation Structure Analysis

• Cash vs equity mix: No cash or equity compensation disclosed pre-combination; pay structure (if any) will be set after a business combination by independent directors/compensation committee .
• Performance metrics/targets: Not applicable pre-combination. Post-combination compensation committee would establish goals (e.g., annual/long-term metrics) per charter .
• Award modification/repricing: Not applicable; no options/RSUs disclosed.

Vesting Schedules & Insider Selling Pressure

• No RSUs/options disclosed for Bamper; thus no vesting schedule or exercisable/unexercisable options and no Form 4 selling pressure indicated in reviewed filings .
• Redemptions/liquidity: Public shareholder redemptions tied to extensions and business combination votes can reduce float and affect liquidity; sponsors may deposit monthly extension funds (e.g., $40,000–$60,000 per month per proxy) to extend the deadline .

Director Compensation

• Pre-combination: No cash retainers, fees, or equity grants to directors; reimbursement of expenses only .
• Ownership guidelines: Not disclosed.

Other Directorships & Interlocks

• Not disclosed for Bamper in reviewed filings.

Compensation Peer Group & Say-on-Pay

• Peer group and say-on-pay voting: Not applicable disclosed pre-combination; executive compensation policies and any say-on-pay items would occur post-combination .

Risk Indicators & Red Flags

• Alignment risk: Bamper holds no reported BAYA shares; alignment relies on post-combination pay design and governance .
• Sponsor incentives and founder shares: Potential conflict due to sponsors’ strong economic incentives to consummate a deal; founder shares/private placement units become worthless upon liquidation .
• Corporate opportunity waiver: Possible conflict channels given charter waiver (company states no interference) .
• Structural risks: High redemption potential and extension mechanics can compress public float/liquidity and increase timeline pressure to transact .

Investment Implications

• Pay-for-performance visibility is limited pre-combination; Bamper’s certifications and role focus on controls/reporting rather than operating metrics in a shell context .
• Alignment: With no reported share ownership, investor alignment hinges on post-combination compensation design and governance oversight by independent committees .
• Trading signals: Extension votes and redemption dynamics drive float/liquidity, not insider selling; sponsor extension deposits ($40k–$60k per month, depending on proxy) signal timeline risk-management but reinforce incentive to complete a transaction .