Brandon Miller
About Brandon Miller
Brandon Miller (age 61) served as an independent director of Black Hawk Acquisition Corporation (BKHA) from March 22, 2024 until his death on April 29, 2025 . He chaired BKHA’s Audit Committee and sat on the Compensation Committee, and was designated by the board as an “audit committee financial expert” under SEC rules . Miller’s background spans property management (managing partner at Aspect Property Management LLC since 2015), corporate consulting (Matté & Company, 2005–2015), and controllership (Corporate Dining Solutions, 2003–2005); he holds a B.S. in finance (University of Bridgeport) and studied mechanical engineering at North Carolina State University; he is also CMCA and AMS certified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corporate Dining Solutions | Corporate Controller | 2003–2005 | Financial operations oversight |
| Matté & Company | Consultant (executive recruiting, strategic planning, corporate consulting) | 2005–2015 | Leadership and corporate strategy consulting |
| Aspect Property Management LLC | Managing Partner | 2015–present (at time of 10-K) | Real estate/property operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yotta Acquisition Corp (Nasdaq: YOTA) | Independent Director; Audit Committee Chair | Since Apr 2022 | Audit leadership; interlock with BKHA governance |
| Quetta Acquisition Corp (Nasdaq: QETA) | Independent Director; Audit Committee Chair | Since Aug 2023 | Audit leadership; interlock with BKHA governance |
| Aspect Property Management LLC | Managing Partner | Since Jan 2015 | Private company operational leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member at BKHA; designated “audit committee financial expert” .
- Independence: The board determined Miller was independent under SEC and Nasdaq rules .
- Tenure and succession: Independent director since March 22, 2024; following his death on April 29, 2025, Daniel M. McCabe was appointed Audit Committee Chair and Terry W. Protto became Compensation Committee Chair, maintaining committee continuity .
- Attendance and executive sessions: Not disclosed in BKHA’s FY2024 10-K or the June 2025 DEF 14A .
Fixed Compensation
| Component | FY2024/FY2025 Status |
|---|---|
| Annual cash retainer | None paid to directors; “None of our officers or directors have received any cash compensation” |
| Committee membership fees | None disclosed/paid |
| Committee chair fees | None disclosed/paid |
| Meeting fees | None disclosed/paid |
| Reimbursements | Out-of-pocket expenses reimbursable; $10,000/month paid to affiliate of Sponsor for office/admin services (company-level) |
Performance Compensation
| Instrument | Grant Details | Vesting | Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | ||
| Options | None disclosed | ||
| Incentive/bonus | None disclosed; post-business combination, compensation would be set by independent committee if applicable |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock Notes |
|---|---|---|---|
| Yotta Acquisition Corp (YOTA) | Director | Audit Chair | Shared SPAC governance networks; BKHA director Daniel McCabe also serves on YOTA |
| Quetta Acquisition Corp (QETA) | Director | Audit Chair | Shared SPAC governance networks; BKHA director Daniel McCabe also serves on QETA |
Expertise & Qualifications
- Finance and operations: Corporate controllership and property management leadership roles .
- Audit oversight: BKHA designated Miller as an “audit committee financial expert” per SEC rules .
- Certifications: CMCA and AMS credentials support governance and compliance competence .
- Public company SPAC governance: Multiple SPAC audit chair roles (YOTA, QETA) indicate deep familiarity with SPAC controls and disclosure regimes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Brandon Miller | 0 | 0% (8,929,500 shares outstanding) | |
| Outstanding shares reference | — | 8,929,500 | As of Feb 7, 2025 (10-K) |
Governance Assessment
-
Positives
- Independence and audit leadership: Independent status, Audit Chair role, and “audit committee financial expert” designation support robust financial oversight .
- Multi-SPAC audit experience: Chair roles at YOTA and QETA strengthen audit rigor and SEC reporting acumen .
- Committee continuity: Following Miller’s death, BKHA promptly reallocated committee chairs (McCabe to Audit; Protto to Compensation), mitigating oversight disruption .
-
Risks and potential conflicts
- Multiple fiduciary obligations: Directors (including Miller) have pre-existing obligations to other entities/SPACs; opportunities must be presented to those entities first, which can create allocation conflicts in deal sourcing and attention .
- Limited ownership alignment: Miller held no BKHA shares, implying minimal direct financial alignment with public shareholders’ outcomes prior to any business combination .
- Related-party payments: While not paid to Miller, BKHA pays $10,000/month to an affiliate of the Sponsor for admin services; audit committee reviews quarterly—places importance on vigilant related-party oversight .
- Company-stage risk context: BKHA disclosed substantial doubt about going concern absent a timely business combination, heightening the need for strong audit and risk oversight at the board level .
RED FLAGS: Multi-SPAC interlocks (potential opportunity allocation conflicts) ; zero share ownership (weak skin-in-the-game) ; elevated SPAC-stage risk requiring heightened audit vigilance .