Ernest Lyles
About Ernest Lyles
Ernest D. Lyles II is a private equity investor and former investment banker. He serves as a manager on the three‑member board of Focus Impact BHAC Sponsor, LLC—the BHAC sponsor—alongside Carl Stanton and Wray Thorn . Outside BHAC, he is Chief Financial Officer and a director of Focus Impact Acquisition Corp (FIAC) and founder/managing partner of The HiGro Group; previously he led Technology Enabled Services investment banking at UBS Investment Bank and advised on over $10B of transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Investment Bank | Head, Technology Enabled Services IB; senior banker | ~10 years (prior to 2016) | Led coverage; Diversity Task Force head; Howard University recruiting lead |
| The HiGro Group | Founder & Managing Partner | 2016–present | Co‑manages investing, growth, and talent development across portfolio |
| Focus Impact Acquisition Corp (FIAC) | Chief Financial Officer; Director | Current | Public company finance and board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focus Impact BHAC Sponsor, LLC | Board of Managers (with Stanton, Thorn) | Current | Governance over sponsor actions (e.g., extensions, voting, redemptions) |
| Focus Impact Acquisition Corp (FIAC) | CFO & Director | Current | Capital markets, audit interfaces |
| The HiGro Group | Founder & Managing Partner | 2016–present | PE ownership; board seats on portfolio companies |
Board Governance
Important clarification: BHAC’s proxies and governance disclosures list BHAC’s board and committee members; Ernest Lyles is not disclosed as a BHAC director. He is a manager of the BHAC sponsor. BHAC board committees (latest fully disclosed in the 2022 proxy) were as follows:
- Audit Committee: Daniel Adan (Chair), Mark Rose, Jonathan Roth
- Compensation Committee: Jonathan Roth (Chair), Dwight “Arne” Arnesen, Mark Rose
- No standing nominating committee; independent directors recommend nominees
Sponsor governance and control:
- The BHAC sponsor’s board of managers comprises Carl Stanton, Ernest Lyles, and Wray Thorn (one vote each; majority required) .
- Sponsor and insiders held ~73.8% of voting power at the March 12, 2025 record date and intended to vote “FOR” charter extension proposals, effectively making public votes unnecessary .
Executive sessions/attendance: Not disclosed in available filings.
Independence status: As a manager of the BHAC sponsor, Lyles would not be considered independent relative to BHAC due to material relationships with the Sponsor (ownership and governance). BHAC identified independent directors as Adan, Arnesen, Roth, and Rose in 2022 .
Fixed Compensation
| Item | Amount | Terms/Notes |
|---|---|---|
| Director cash compensation (BHAC) | $0 | BHAC disclosed no cash compensation to directors prior to a business combination |
| Office/admin fee to Sponsor | $15,000 per month | Paid from listing through business combination or liquidation |
| Potential Sponsor transaction fee | Up to $2,000,000 | May be paid in connection with identifying/consummating a business combination |
Performance Compensation
No BHAC performance‑based director compensation (RSUs/PSUs/options) disclosed pre‑business combination; no specific ESG/TSR metrics disclosed. BHAC’s filings describe potential post‑combination fees determined by the new board, not current performance plans .
Other Directorships & Interlocks
| Person/Entity | Relationship | Details |
|---|---|---|
| Focus Impact Partners, LLC | Directors Stanton and Thorn are co‑founders | Strategic consulting agreement with XCF (BHAC’s approved merger target) paying $1,500,000 annually; note converted into 375,000 XCF shares to become shares of the post‑combination company |
| Focus Impact BHAC Sponsor, LLC | Lyles is a manager | Sponsor owns significant BHAC equity and private warrants; controls key extension/voting decisions |
Expertise & Qualifications
- Private equity leadership (The HiGro Group) and board roles across portfolio companies
- Public company CFO and director (FIAC), with capital markets, SEC reporting, and SPAC governance experience
- Investment banking expertise in technology‑enabled services; led complex advisory mandates at UBS
Equity Ownership
Direct BHAC share ownership by Lyles is not disclosed. As a manager of the BHAC Sponsor, he has governance over Sponsor‑held securities (indicative of economic/decision influence though individual pecuniary interests are not broken out in filings).
BHAC capitalization and sponsor positions:
| Item | Amount | Notes |
|---|---|---|
| Sponsor holdings (Mar 2025) | 2,850,940 Class A; 845,363 Class B; 4,160,000 Private Placement Warrants | Sponsor board: Stanton, Lyles, Thorn |
| Sponsor/insiders voting power (Mar 12, 2025) | ~73.8% of total Common Stock | Effectively assures passage of extension proposals without public votes |
| Shares outstanding (Mar 12, 2025) | 1,212,124 Class A (public); 4,100,000 Class A (Sponsor Holders); 1,608,333 Class B (Sponsor/Anchor) | Record date snapshot |
| Redemption price per share | ~$10.81 (Mar 19, 2025) | Trust balance ~$13,104,831 (subject to taxes and prior redemptions) |
Governance Assessment
- Independence: Lyles is not listed as a BHAC director; he is a manager of the BHAC sponsor, a controlling security holder. If assessed as a board candidate, his sponsor role would prevent independence under typical listing standards .
- Conflicts/Related‑Party Exposure: Multiple conflicts exist around the de‑SPAC target (XCF): directors Stanton and Thorn (co‑founders of Focus Impact Partners) have a $1.5M consulting fee stream and equity via a converted note. Sponsor governance (including Lyles) oversees large positions and private warrants—creating alignment with closing a deal vs. public shareholder optionality. RED FLAG: material consulting payments and equity interests tied to transaction consummation .
- Voting Control: Sponsor/insiders held ~73.8% voting power and waived redemption rights, rendering public votes immaterial on key extension proposals. RED FLAG: concentrated control risks investor voice dilution .
- Compensation Practices: No director cash comp at BHAC pre‑deal; monthly admin fee to sponsor and potential transaction fee up to $2M. While common in SPACs, these payments create dependence on closing a deal and potential misalignment with public investors’ risk‑adjusted returns .
- Committee Quality: Audit and Compensation committees comprised of independent directors in 2022, with identified financial experts—positive governance baseline. However, current special‑meeting proxies (2024–2025) emphasize extensions and redemptions rather than refreshed governance disclosures .
Overall, Ernest Lyles’ governance relevance at BHAC is through sponsor control, not as an independent director. His external credentials (FIAC CFO/director; HiGro founder) provide capital markets and PE expertise, but his sponsor role implies non‑independence and potential conflicts in a de‑SPAC context .
Key Source Citations
- Sponsor board managers; sponsor holdings and warrants
- Sponsor/insiders voting control and record date share counts
- Trust balance, redemption price mechanics
- Focus Impact Partners consulting fee and note conversion (Stanton/Thorn)
- BHAC director independence and committee composition (Audit; Compensation)
- Director/admin compensation and potential sponsor fee
- Ernest Lyles biography (FIAC CFO/director; HiGro; UBS)