John DeVito
About John DeVito
John DeVito is an independent Class I director of Bayview Acquisition Corp (BAYA). He has been a Proprietary Trader at T3 Trading Group since 2018, and previously served as a financial adviser at Merrill Lynch Wealth Management from 2015 to November 2017. He holds a Bachelor’s degree from Saint John’s University. The board has determined he is independent under Nasdaq and SEC rules; his Class I term expires at the first annual meeting (which BAYA may not hold until after its initial business combination) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T3 Trading Group | Proprietary Trader (multi-strategy long-short/options) | 2018–present | Selected to BAYA board for financial services experience |
| Merrill Lynch Wealth Management | Financial Adviser | 2015–Nov 2017 | Financial services background cited for director selection |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in BAYA filings |
Board Governance
- Director class/tenure: Class I; term expires at first annual meeting; company may not hold an annual meeting until after business combination .
- Independence: Board determined DeVito is independent; majority of board independent; independent directors meet in executive sessions .
- Committee assignments (current disclosures):
- Audit Committee: Members include Guohan Li (Chair), Dajiang Guo, John DeVito (as initially constituted); audit committee reviews related-party transactions and oversees auditor independence .
- Compensation Committee: Members are Wei Lu (Chair), John DeVito, Guohan Li (updated in FY 2024 10-K); responsible for officer pay policies and director remuneration recommendations; may retain independent advisors .
| Committee | Members | Chair | Key Oversight |
|---|---|---|---|
| Audit | Guohan Li; Dajiang Guo; John DeVito | Guohan Li | Auditor oversight; pre-approvals; related-party review; legal/regulatory matters |
| Compensation | Wei Lu; John DeVito; Guohan Li | Wei Lu | CEO/Officer comp reviews; incentive plans; director remuneration recommendations; advisor independence |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Annual Director Retainer (Cash) | $0 | $0 | No cash paid to directors prior to business combination |
| Committee Membership Fees | $0 | $0 | Not paid pre-business combination |
| Committee Chair Fees | $0 | $0 | Not paid pre-business combination |
| Meeting Fees | $0 | $0 | Not paid pre-business combination |
| Expense Reimbursements | Allowed | Allowed | Out-of-pocket reimbursements reviewed quarterly by Audit Committee |
Performance Compensation
| Metric/Instrument | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None | None | No director equity grants pre-business combination |
| Option awards | None | None | No options disclosed for directors |
| Bonus tied to performance | None | None | No at-risk pay pre-business combination |
| Performance metrics (TSR, EBITDA, ESG) | N/A | N/A | Not applicable pre-business combination |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Potential Conflicts |
|---|---|---|---|
| Not disclosed | — | — | No other public company boards disclosed; no Item 404 related-party transactions involving directors at appointment |
Expertise & Qualifications
- Financial services/trading expertise (multi-strategy long-short, options), suitable for SPAC target evaluation and risk oversight .
- Selected for BAYA board due to financial services industry experience .
- Independent director per Nasdaq/SEC standards; sits on Audit and Compensation Committees .
Equity Ownership
| Metric | FY 2023 (as of 4/16/2024) | FY 2024 (as of 3/31/2025) |
|---|---|---|
| Shares Beneficially Owned (John DeVito) | 0 | 0 |
| Ownership % of Outstanding | 0.0% | 0.0% |
Additional ownership context: Sponsors Bayview Holding LP and Peace Investment Holdings held 495,000 (6.4%) and 1,005,000 (13.0%) founder shares respectively in 2023, and 571,725 (10.5%) and 1,160,775 (21.3%) in 2025; all execs/directors as a group held 1,500,000 (19.4%) in 2023 and 1,732,500 (31.8%) in 2025 .
Governance Assessment
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Positives:
- Independence and committee participation: DeVito is independent and serves on key oversight committees (Audit and Compensation), supporting board effectiveness and investor confidence .
- No director pay pre-business combination: Eliminates pay-for-performance concerns and compensation-related conflicts until a transaction occurs; only expense reimbursements subject to quarterly Audit review .
- No related-party transactions disclosed at appointment: Item 404(a) indicates none involving directors, reducing conflict risk at inception .
-
Watch items / RED FLAGS (contextual to SPACs):
- Corporate opportunity waiver in charter can limit mandatory presentation of certain opportunities to BAYA; while common in SPACs, it is a governance risk investors should monitor .
- Low “skin-in-the-game” at the individual director level: DeVito is not listed as a beneficial owner, which supports independence but may reduce direct equity alignment; sponsor-level ownership is significant and could create divergent incentives around deal timing/structure .
- Committee leadership changes: Compensation Committee chair moved from Dajiang Guo (2023) to Wei Lu (2024 10-K). Stability of oversight should be monitored through future filings .
-
Not disclosed:
- Board meeting attendance, lead independent director role, director stock ownership guidelines, hedging/pledging, say‑on‑pay history (SPAC context), performance-based director pay, severance or change‑of‑control terms for directors .
-
Engagement signals:
- Independent director executive sessions are part of the governance framework, indicating venue for independent oversight discussions .