Troy Carter
About Troy Carter
Independent director since November 2, 2023 (appointed via board action). Age 52 (2025 10-K). Founder/CEO of Q&A (music tech) since 2019; former Global Head of Creator Services at Spotify (2016–2018, consultant to CEO through 2019). BHAC’s board designates him as independent; he serves on Audit and Compensation Committees and chairs the Compensation Committee. Core credentials span technology, digital media, and board service (FIAC director; boards of WeTransfer and SoundCloud).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spotify | Global Head of Creator Services; later consultant to CEO | 2016–2018; consultant through 2019 | Built creator services platform; senior advisory to CEO Daniel Ek |
| Atom Factory | Founder (entertainment company) | Founded 2008 | Managed artists (Lady Gaga, John Legend, Meghan Trainor) |
| Various early-stage investments | Angel/early investor | Ongoing | Investments include Uber, Lyft, Dropbox, Spotify, Slack, Warby Parker, Gimlet Media, Thrive Market |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Q&A (music technology) | Founder & CEO | 2019–present | Leads distribution and analytics software for artists |
| Focus Impact Acquisition Corp. (FIAC) | Director | Ongoing | SPAC director; interlock with BHAC principals (FIAC CEO is Carl Stanton) |
| WeTransfer | Director | Ongoing | Board service in tech/media distribution |
| SoundCloud | Director | Ongoing | Board service in music streaming |
| NBA Players Association | Advisor | Ongoing | Strategic advisory |
| Aspen Institute; LACMA; UN Foundation GEC | Trustee/Executive member/Henry Crown Fellow; Board roles | Ongoing | Non-profit governance and leadership credentials |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined Troy Carter is independent under Nasdaq and SEC rules |
| Committee Assignments | Audit Committee member; Compensation Committee member and Chair (appointed Nov 2, 2023) |
| Audit Committee Composition | Audit Committee comprises independent directors; Edidin serves as chair; members financially literate |
| Board Classification | Classified board; Troy Carter in Class II with term expiring at next annual meeting prior to de-SPAC |
| Nominating Function | No standing nominating committee; independent directors (incl. Carter) recommend nominees |
| Related Party Oversight | Audit Committee charter includes review/approval of related party transactions |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Cash retainer | None paid to directors pre-business combination |
| Meeting fees | None; only out-of-pocket expense reimbursement |
| Committee chair fees | None pre-business combination |
| Office/admin fees | Company previously paid $15,000/month to former sponsor for admin; terminated Mar 31, 2023 (not director pay) |
Performance Compensation
| Instrument/Metrics | Specifics |
|---|---|
| Founder shares (Class B) | Purchased 25,000 founder shares on Nov 2, 2023 for $109 aggregate; convertible to Class A upon closing |
| RSUs/PSUs | None disclosed for directors pre-business combination |
| Options | None disclosed for directors pre-business combination |
| Performance metrics | No director performance plan; no revenue/EBITDA/TSR metrics tied to director pay disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Focus Impact Acquisition Corp. (FIAC) | Director | FIAC’s CEO (Carl Stanton) is BHAC CEO/director; multiple shared principals suggest governance interlocks |
| WeTransfer | Director | Private company; relevant tech/media oversight |
| SoundCloud | Director | Private company; relevant industry expertise |
Expertise & Qualifications
- Technology and digital media platform leadership; creator economy expertise
- Extensive board/advisory experience in tech/media and non-profits (Aspen Institute, LACMA, UN Foundation)
- Early-stage investing track record across scaled platforms (Uber, Lyft, Spotify, Slack)
Equity Ownership
| Security | Quantity | Percent of Class | Notes |
|---|---|---|---|
| Class B Common (Founder Shares) | 25,000 | 1.5% of Class B | Convertible to Class A at business combination; founder shares economics typical of SPACs |
| Class A Common | — | — | No Class A directly beneficially owned reported |
| Total Common % | — | <1% | Aggregate percent of total common less than 1% |
Governance Assessment
- Positives: Independent status; leadership of Compensation Committee; Audit Committee membership; audit chartered oversight of related party transactions; broad tech/media board experience applicable to de-SPAC diligence and future operating company oversight .
- Alignment: Founder shares create alignment to consummate a business combination (convertible upon closing) but are zero in liquidation; minimal personal economic stake by share count reduces undue influence risk .
- Conflicts/Red Flags:
- SPAC sponsor economics and founder shares may bias toward deal completion; standard SPAC risk disclosed by BHAC .
- Material related-party ties to XCF (BHAC’s approved target): Focus Impact Partners (co-founded by BHAC directors Stanton/Thorn) has a $1,500,000 annual consulting agreement with XCF and converted a note into 375,000 XCF shares—potential conflict in evaluating/negotiating the transaction (Carter’s committee roles require vigilant oversight) .
- Sponsor loans convertible into warrants ($500,000 facility; $110,000 drawn), and registration rights—structural SPAC incentives to insiders require robust independent committee oversight .
- Independence safeguards: Audit Committee chartered to review related-party transactions; independent director majority; independent-only committee membership mitigates conflicts if rigorously applied .
Overall: Carter’s tech/media expertise and committee leadership are governance positives. SPAC-specific incentives and the XCF consulting arrangements with entities led by other BHAC directors present conflict risks; continued transparent recusal practices and independent committee oversight are essential to maintain investor confidence.