Sign in

You're signed outSign in or to get full access.

Dia Simms

Director at BHAC
Board

About Dia Simms

Dia Simms is an independent, non-management director of Focus Impact BH3 Acquisition Company (BHAC), appointed to the Board on November 2, 2023. She serves on BHAC’s Audit Committee and has been affirmatively determined independent under Nasdaq rules . Simms has also served on board committees at Focus Impact Acquisition Corp. (FIAC), including Audit and Compensation, evidencing governance and financial oversight experience .

Past Roles

  • Not disclosed in BHAC filings reviewed .

External Roles

OrganizationRoleTenureCommittees/Impact
Focus Impact Acquisition Corp. (FIAC)Independent DirectorNot dated in filings (in place by FY22/FY23 filings)Audit Committee member; Compensation Committee member; both committees composed entirely of independent directors; audit member financially literate; committee charters adopted

Board Governance

  • Committee assignments (BHAC): Audit Committee member; audit chair is Eric Edidin. Compensation Committee comprises Troy Carter (chair) and Eric Edidin; Simms is not listed as a member of Compensation. Independence affirmed for Simms (and Carter, Edidin) under Nasdaq and Exchange Act Rule 10A‑3 .
  • Independence status: Independent director per Board determination .
  • Attendance: Not disclosed in BHAC special meeting proxies; no annual attendance data provided .
  • Lead Independent Director, executive sessions: Not disclosed for BHAC in reviewed filings .

Fixed Compensation

  • BHAC director pay: Not disclosed in the reviewed BHAC special meeting proxies (extension/redemption proxies do not include director retainer details) .
  • Comparator (FIAC SPAC policy): FIAC states no compensation of any kind (including finders/consulting fees) to initial stockholders, officers or directors prior to consummation of a business combination, apart from a sponsor affiliate administrative fee and expense reimbursements .
  • Meeting fees, committee chair fees, equity grants to BHAC directors: Not disclosed in BHAC filings reviewed .

Performance Compensation

  • Not disclosed in BHAC filings reviewed (no PSU/TSR or KPI-linked awards described) .

Other Directorships & Interlocks

  • FIAC: Independent director with committee service (Audit, Compensation), indicating cross‑company governance ties across Focus Impact-sponsored SPACs .
  • BHAC sponsor/affiliate relationships impacting board context: Focus Impact Partners, co-founded by BHAC directors Carl Stanton and Wray Thorn, has a strategic consulting agreement with BHAC’s merger counterparty (XCF) for $1,500,000 annually, and converted a note into 375,000 XCF shares (to convert into post-combination shares), creating potential related-party exposure within BHAC’s transaction ecosystem .

Expertise & Qualifications

  • Governance and financial oversight: Audit Committee service at BHAC and FIAC; financially literate per FIAC disclosures (audit members financially literate) .
  • Independence: Affirmed under Nasdaq listing standards and Rule 10A‑3 for BHAC .
  • Compensation governance familiarity: FIAC Compensation Committee service and chartered responsibilities (executive goals, pay policy oversight, advisor independence) .

Equity Ownership

MetricAs of Jun 28, 2024As of Mar 21, 2025 (Proxy Date)
Class B (Founder) Shares Beneficially Owned25,000 25,000
% of Class B<1% (“*”) 1.5%
Class A Shares Beneficially Owned— —
% of Common Stock<1% (“*”) <1% (“*”)
NotesFounder shares convertible into Class A at completion of business combination Founder shares convertible into Class A at completion of business combination

Governance Assessment

  • Strengths:

    • Independence affirmed; audit committee participation at BHAC enhances financial reporting oversight .
    • Cross‑SPAC committee experience (FIAC Audit and Compensation) suggests familiarity with public company governance processes and advisor independence standards .
    • Ownership alignment: Holds founder Class B shares, providing “skin in the game” tied to successful business combination (convertible into Class A), albeit economically different from public Class A .

  • Risks and potential conflicts (RED FLAGS):

    • Transaction-related party exposure: BHAC directors affiliated with Focus Impact Partners have a $1.5M annual consulting agreement with XCF and equity conversion rights (375,000 XCF shares), posing perceived conflict risks around business combination approvals and post‑deal oversight .
    • Limited disclosure of director cash/equity compensation at BHAC: Absence of detailed retainer or equity grant disclosure impedes pay-for-performance evaluation and ownership guideline compliance assessment .
    • Committee balance: Simms is not on BHAC Compensation Committee; while not inherently negative, it limits her direct influence over pay policy and incentive alignment at BHAC .

  • Implications for investor confidence:

    • Simms’ independence and audit committee role support board effectiveness in financial oversight.
    • Sponsor/affiliate transactions with the merger counterparty warrant enhanced disclosure, recusal protocols, and robust independent committee review to mitigate perceived conflicts; continued transparency and independent director oversight will be key for governance credibility .