Carl Stanton
About Carl Stanton
Carl Stanton is Chief Executive Officer and a Director of Focus Impact BH3 Acquisition Company (BHAC); he is 56 years old as of the February 6, 2025 definitive proxy/prospectus filing . He is a Partner and Co-Founder of Focus Impact Partners (since 2021) and previously founded cbGrowth Partners (2014–present), with earlier leadership roles at Invesco Private Capital (Managing Partner, Head of Private Equity) and Wellspring Capital Management (Managing Partner; retired 2015) . He holds an MBA from Harvard Business School and a BS in Accounting from the University of Alabama . BHAC is a blank check company formed to consummate a business combination; therefore operating performance metrics such as revenue growth, EBITDA trends, or TSR relative to operating plans are not applicable pre-merger .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Focus Impact Partners, LLC | Partner, Co-Founder | 2021–present | Co-founded impact-focused sponsor; co-led SPAC strategy and de-SPAC evaluation . |
| cbGrowth Partners | Founder | 2014–present | Sustainable investments; advisory to portfolio executives on value creation . |
| Invesco Private Capital (Invesco, Ltd.) | Managing Partner; Head of Private Equity | n/a | Oversaw multiple alternative investment funds; chaired domestic PE investment committee . |
| Wellspring Capital Management | Managing Partner, co-owner (retired 2015) | –2015 | Member of Investment Committee; firm invested >$2.5B across 35 platforms with top-tier results as described in filings . |
| Dimeling, Schreiber & Park; Peter J. Solomon & Co.; EY Corporate Finance | Investment/Advisory roles | n/a | Earlier-stage principal investing and advisory experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Skipper Pets, Inc. | Board Member | current | Current public/privately-held company board role per BHAC filing bio . |
| Focus Impact Acquisition Corp. (FIAC) | CEO and Director | current | Appointed director Aug 7, 2023; longstanding CEO since IPO; separate SPAC affiliation . |
| Auldbrass Partners | Advisor | current | Advisory role to private investment firm . |
| University of Alabama, College of Commerce | Board of Visitors | current | External academic advisory board service . |
| Christ Church United Methodist (NYC) | Trustee, Treasurer, Head of Finance & Endowment Committee | current | Non-profit fiduciary roles . |
Fixed Compensation
BHAC discloses that, prior to completing an initial business combination, executive officers and directors receive no cash compensation; BHAC historically paid a monthly administrative fee to the sponsor for office space and services (terminated in 2023).
| Component | FY 2022 | FY 2024 | FY 2025 YTD |
|---|---|---|---|
| Base salary (CEO) | None paid to executive officers/directors . | None paid to executive officers/directors . | None paid to executive officers/directors . |
| Annual bonus (CEO) | None (no cash comp) . | None (no cash comp) . | None (no cash comp) . |
| Administrative fee to sponsor (company-level) | $15,000 per month to sponsor through listing period . | Agreement terminated March 31, 2023 . | n/a . |
Notes:
- BHAC may pay the sponsor a fee of up to $2,000,000 upon consummation of an initial business combination for services related to identifying, investigating and consummating the transaction (sponsor-level success fee; not executive salary) .
Performance Compensation
BHAC has no disclosed executive STI/LTI plans (no RSUs/PSUs/options) for officers prior to the business combination; instead, SPAC sponsor economics drive incentives.
| Metric/Instrument | Plan design | Target | Actual/Payout | Vesting/Trigger |
|---|---|---|---|---|
| Executive STI/LTI (CEO) | Not established pre-business combination | n/a | n/a | n/a (no plan disclosed) . |
| Sponsor “founder shares” (Class B) | Sponsor paid $0.004 per founder share; convert to Class A at closing | n/a | Economic upside if business combination closes | Convert into Class A upon completion of business combination . |
| Private Placement Warrants | Held by Sponsor Holders; exercisable post-closing | Exercise price $11.50 | Value only if post-close price >$11.50 | Exercisable after de-SPAC per warrant terms . |
| Illustrative sponsor profit sensitivity | Sponsor may earn positive returns even if post-close price < IPO price due to low founder share cost basis | n/a | Filing cites potential per-share profit at $10.23 price | Structural; not tied to operating KPIs . |
Equity Ownership & Alignment
As of the latest proxies, Stanton reported no direct BHAC share ownership; the Sponsor (governed by a three‑manager board including Stanton, Lyles, Thorn) holds significant equity and warrants. Under the “rule of three,” no individual manager is deemed to beneficially own the Sponsor’s securities .
| Holder | As of Jul 1, 2024 | As of Mar 20, 2025 |
|---|---|---|
| Focus Impact BHAC Sponsor, LLC | 2,200,940 Class A; 1,495,363 Class B; 4,160,000 Private Placement Warrants . | 2,850,940 Class A (53.7% of Class A); 845,363 Class B (52.6% of Class B); Sponsor Holders collectively own 6,400,000 Private Placement Warrants, of which 4,160,000 were transferred to the Sponsor . |
| Carl Stanton (individual) | — (no individual beneficial ownership listed) . | — (no individual beneficial ownership listed) . |
| Founder shares convertibility | Class B shares convert into Class A upon completion of a business combination . | Class B shares convert into Class A upon completion of a business combination . |
Additional ownership concentration: As of the March 12, 2025 record date, the Sponsor, Former Sponsor and BHAC’s officers/directors collectively held approximately 73.8% of issued and outstanding common stock, enabling approval of extension/adjournment proposals without public shares; they have agreed to waive redemption rights for their shares in that vote .
Pledging/hedging: No pledging disclosures specific to Stanton were found; not disclosed in reviewed filings.
Employment Terms
- Employment agreements/severance: The 2022 proxy states BHAC was not party to agreements providing benefits upon termination of employment for executive officers/directors prior to an initial business combination . 2025 filings continue to disclose no cash compensation and no such arrangements pre‑combination .
- Change-in-control: Not applicable at BHAC pre-merger; founder share convertibility is transaction-driven (sponsor-level) .
- Clawbacks/ownership guidelines: Not disclosed for BHAC officers/directors pre-merger.
Board Governance & Committee Roles
- Current roles at BHAC: Stanton serves as CEO and Director (non‑independent by virtue of being an executive) . He signed the 2024 and 2025 proxy materials as Chief Executive Officer .
- Committees (BHAC): Audit Committee members are Troy Carter (chair), Dia Simms, and Eric Edidin (all independent); Compensation Committee members are Troy Carter (chair) and Eric Edidin (independent) . BHAC has no standing nominating committee; independent directors jointly handle nominations .
- Dual-role implications: Stanton is not listed on the independent Audit or Compensation Committees, mitigating some CEO influence over pay/audit matters; however, his role as a manager of the Sponsor that controls significant equity creates potential conflicts (see related-party section) .
Related-Party Transactions and Conflicts
| Transaction | Amount/Terms | Status/Notes |
|---|---|---|
| Administrative services to Sponsor | $15,000 per month; terminated March 31, 2023 | Historical pre‑combination payment for office/admin; not direct executive comp . |
| Sponsor success fee | Up to $2,000,000 payable upon completion of a business combination | Sponsor-level fee for identifying/consummating a transaction . |
| Sponsor founder shares cost | $16,288.27 total ($0.004 per founder share) | Very low basis; may earn positive returns even if post‑close share price declines . |
| Private Placement Warrants | 6,400,000 held by Sponsor Holders; 4,160,000 transferred to Sponsor | Warrants exercisable post‑closing; structural upside if shares >$11.50 . |
| Sale of Class B to insiders | 25,000 Class B sold to each of Dia Simms and Troy Carter for $109 on Nov 2, 2023 | Insider participation in founder economics . |
| Sponsor indemnity re Trust | Sponsor agreed to indemnify to maintain Trust Account per‑share floor ($10.20 per public share) upon liquidation (with conditions) | SPAC structural term; mitigates third‑party claim erosion of Trust . |
| Focus Impact Partners – consulting with XCF | $1,500,000 annual consulting fee | Affiliated entity co‑founded by Stanton; creates perceived conflict related to XCF de‑SPAC . |
| Focus Impact Partners – note conversion | 375,000 XCF shares received upon conversion (to convert into NewCo at closing) | Affiliated equity interest tied to de‑SPAC target . |
Performance & Track Record
- Stanton’s filings describe nearly three decades in alternative asset management, including co‑leading firms with a combined $4.5B AUM and delivering “best‑in‑class” investment performance with colleagues across multiple funds (characterizations as described in filings) .
- He has served on >15 portfolio company boards across industrials, transportation/logistics, and consumer sectors; current board role at Skipper Pets is disclosed .
Director/Officer Compensation (BHAC)
- Pre‑combination, “None of our executive officers or directors have received any cash compensation for services rendered to us.” Any expense reimbursements are reviewed quarterly by the Audit Committee; no finder’s/consulting fees are paid prior to completion of a business combination (other than the potential sponsor success fee) .
Investment Implications
- Incentive alignment: With no salary/bonus, Stanton’s primary economic exposure is via Sponsor economics (founder shares and private warrants). The $0.004 founder share cost and warrant upside can incentivize closing a deal even at valuations less favorable for public holders; filings explicitly flag this potential conflict .
- Control and float dynamics: Sponsor, Former Sponsor, and insiders collectively held ~73.8% of outstanding shares as of the March 12, 2025 record date, enabling decisive corporate actions without public votes; this concentration can amplify stock volatility around merger milestones and redemptions .
- Governance mitigants: Independent Audit and Compensation Committees (which exclude Stanton) provide some checks; however, related‑party ties (Focus Impact Partners’ consulting and note conversion with XCF) require scrutiny for potential conflicts and fee leakages .
- Trading signals: Monitor de‑SPAC timeline, lock-up arrangements, and any Form 4 filings post‑combination for Sponsor-related unlocks or sales that could create supply overhang; also track any updates to consulting/affiliate agreements impacting cash outflows (no lock‑up specifics were disclosed in the cited BHAC materials) .
Data gaps: As a SPAC, BHAC does not disclose operating performance KPIs or executive pay plans typical of operating companies pre‑merger; BHAC’s status as a blank check company limits metric‑based pay-for-performance analysis at this stage .