Kent Louis Kaufman
About Kent Louis Kaufman
Kent Louis Kaufman, 66, is Chairman of the Board, Chief Executive Officer, and Chief Financial Officer of Black Hawk Acquisition Corporation (BKHA), roles he has held since late 2023 (CEO/director since Nov 21, 2023; Chairman and CFO since Dec 4, 2023) . He has 30+ years in executive roles and consulting, including CEO of Growth and Leadership Center (since 2004), Managing Partner at BEEC Capital (since March 2020), and long-standing leadership consulting with Korn Ferry (since 2006); prior roles include Director of Product Development at StorMedia (1991–1996) and Materials Scientist at IBM (1979–1991); BS (University of Washington) and MS (Stanford) . BKHA is a SPAC/shell company with no operations or revenue; therefore TSR, revenue growth and EBITDA growth for BKHA under his tenure are not applicable/disclosed; BKHA has announced a proposed business combination with Vesicor Therapeutics (April 26, 2025) but remains pre‑combination as of the cited proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IBM | Materials Scientist | 1979–1991 | Received IBM Outstanding Innovation Award; technical foundation for later leadership roles . |
| StorMedia | Director of Product Development | 1991–1996 | Helped take startup public; early public-company execution experience . |
| Growth and Leadership Center Inc. | Chief Executive Officer | 2004–present | Executive coaching/leadership development across blue-chips (e.g., NVIDIA, Amazon, Google, Intel) . |
External Roles
| Organization | Role | Years | Scope/Notes |
|---|---|---|---|
| BEEC Capital, LLC | Managing Partner | Mar 2020–present | Management/consulting; deal network relevant to SPAC sourcing . |
| Korn Ferry International | Leadership Consultant | 2006–present | Senior-level advisory; network with boards/executives . |
Board Governance
- Board service at BKHA: Director since Nov 21, 2023; Chairman since Dec 4, 2023; concurrently CEO and CFO (concentrated authority and potential independence concerns) .
- Committee structure (10-K baseline): Audit Committee (McCabe, Miller, Protto; Miller Chair); Compensation Committee (McCabe Chair; members McCabe, Miller, Protto); all committee members independent .
- Updated committee chairs after Apr 29, 2025 due to Brandon Miller’s death: McCabe appointed Audit Committee Chair; Protto appointed Compensation Committee Chair (McCabe stepped down as Comp Chair) .
- Independence: McCabe and Protto (and late Miller) deemed independent directors; Kaufman is not independent as an executive officer .
Fixed Compensation
| Component | 2024/Current Status | Notes |
|---|---|---|
| Base salary (CEO/CFO) | $0 | No cash compensation to officers/directors to date . |
| Annual cash retainer (director) | $0 | No director cash compensation disclosed to date . |
| Company-paid admin services (to Sponsor affiliate) | $10,000/month | Office space/admin support via Administrative Services Agreement; $83,945 incurred in FY2024 . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus | Not applicable | — | — | None disclosed | — |
| RSUs/PSUs | Not applicable | — | — | None disclosed | — |
| Options | Not applicable | — | — | None disclosed | — |
BKHA discloses no performance-based compensation for officers/directors prior to completion of a business combination .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Kaufman via Sponsor) | 1,960,500 shares (235,500 private shares + 1,725,000 founder shares) . |
| Ownership % of outstanding | 21.96% of 8,929,500 shares outstanding as of Feb 7, 2025 . |
| Lock-up/transfer restrictions | Founder shares locked until 6 months post-de‑SPAC or earlier release if stock ≥$12 for 20 of 30 trading days starting ≥150 days post‑de‑SPAC; private placement securities restricted until ≥30 days post‑de‑SPAC . |
| Rights/warrants | Each right converts into one Class A share upon business combination; private rights mirror public rights . |
| Pledging/hedging | No pledging or hedging disclosed in the filings reviewed (Security Ownership/Related Party/Committees sections) . |
| Ownership guidelines | No executive or director stock ownership guidelines disclosed . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None disclosed; no employment/termination benefits agreements for officers/directors . |
| Severance | None disclosed . |
| Change-of-control | None disclosed . |
| Post‑termination consulting | Possible consulting/management fees post‑combination (to be determined by combined company) . |
| Non‑compete / non‑solicit | Not disclosed . |
| Start dates/tenure | CEO/director since Nov 21, 2023; Chairman and CFO since Dec 4, 2023 . |
Performance & Track Record
- BKHA is a SPAC/shell; no operations or revenue to date; results reflect interest income on trust assets and operating costs; therefore, operating KPIs under Kaufman (revenue/EBITDA growth) are not applicable .
- FY2024 results: net income $1.916M driven by trust interest ($2.492M), offset by G&A and admin fees; “going concern” uncertainty given limited liquidity and need to complete a business combination within the permitted period .
- Proposed business combination with Vesicor (agreed April 26, 2025); company name expected to change to Vesicor Therapeutics upon closing .
Related Party Transactions (governance flags to monitor)
- Administrative Services Agreement: $10,000 per month to an affiliate of the Sponsor for office/admin support; $83,945 incurred in FY2024 .
- Sponsor ownership and indemnity: Sponsor (controlled by Kaufman) owns founder and private shares; Sponsor agrees to certain indemnities regarding trust account; extensions/deposits can be made at Sponsor’s discretion .
- Registration rights for insiders and right of first refusal granted to EF Hutton post‑combination (deal‑making dynamics) .
Risk Indicators & Red Flags
- Concentration of roles: Kaufman serves as Chairman, CEO, and CFO, concentrating authority and posing independence/oversight concerns (mitigated in part by independent committees) .
- Internal controls: Material weakness noted—insufficient segregation of duties and insufficient written policies; disclosure controls not effective as of Nov 30, 2024 .
- Going concern: Substantial doubt about ability to continue as a going concern absent a timely business combination; limited cash outside trust .
- Listing/extension risk: High redemption/delist risk typical for SPACs; BKHA highlights potential Nasdaq non‑compliance post‑redemptions and extension mechanics .
- Board/committee continuity: Death of Audit Chair Brandon Miller; reassignment of chairs (McCabe/Protto) completed, but highlights succession/continuity risk .
Investment Implications
- Alignment: Kaufman’s 21.96% stake (via Sponsor) strongly aligns him with de‑SPAC value creation but also creates potential conflicts (Sponsor economics, admin fees, and control) .
- Retention/selling pressure: Founder/private shares are restricted but can be released early at $12 share-price trigger; rights convert into additional shares at closing—monitor post‑combination float expansion and potential selling pressure as lock‑ups roll off .
- Pay-for-performance: No cash/equity awards or performance metrics disclosed pre‑combination; post‑combination compensation will be set by the new board—investors should scrutinize de‑SPAC proxy for metric rigor (TSR/EBITDA/FCF) and clawbacks .
- Governance: Dual role (Chair/CEO/CFO) and material weakness in controls elevate governance risk; reliance on independent directors/committees and remediation plans will be key, especially through the de‑SPAC process .
- Execution: SPAC “going concern” and Nasdaq risks underscore urgency to close a high‑quality transaction; the Vesicor deal timeline and redemptions will be critical near‑term catalysts .