Terry Protto
About Terry W. Protto
Independent director at Black Hawk Acquisition Corporation (BKHA) since March 22, 2024; currently Chair of the Compensation Committee (appointed April 29, 2025). Background includes senior operating and finance leadership at Macy’s (Vice Chairman—Operations & Finance, 1999–2005), president of a private mail order/retail firm (2005–2016), and founding CEO/President of Alpine 4 Holdings (2016–2019). Holds business and law degrees from Whitworth University and Gonzaga University. Independence affirmed by BKHA’s board under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s | Vice Chairman – Operations & Finance | 1999–2005 | Senior operating/finance leadership |
| Mail Order and Retail (privately held) | President | Jan 2005–Nov 2016 | Expanded to 52 stores; mail order to $250M; sold to NASDAQ-listed firm in Mar 2020 |
| Alpine 4 Holdings, Inc. (NASDAQ: ALPP) | Founding CEO/President | Apr 2016–May 2019 | Led electronics/drones/lithium batteries/software & fabrication businesses |
| tempCEO.com | Founder/Consultant (Optimization to Asset Production) | Since Mar 2005 | Strategic services for SMBs in USA & SE Asia; INC Magazine Global Entrepreneur award (Oct 2005) |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| tempCEO.com | Director/Founder | No | N/A |
| Other public company boards | None disclosed | N/A | N/A |
Board Governance
- Independence: Board determined Protto is independent under SEC/Nasdaq rules; independent directors hold scheduled sessions.
- Committee assignments: Member of Audit and Compensation Committees; became Compensation Committee Chair on April 29, 2025 after the audit chair’s passing and board reassignments. Audit Committee chair moved to Daniel McCabe.
- Attendance: BKHA may not hold an annual shareholder meeting until after a business combination; director meeting attendance rates not disclosed.
- Engagement: Audit Committee reviews related-party payments quarterly; independent directors oversee charters and compliance.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash paid to officers/directors pre-business combination. |
| Committee membership fee | $0 | No director cash compensation disclosed. |
| Committee chair fee | $0 | No director cash compensation disclosed. |
| Meeting fees | $0 | No director cash compensation disclosed. |
| Admin fee to Sponsor (company-level) | $10,000/month | Paid to an affiliate of Sponsor for office/admin services (not to Protto personally). |
Performance Compensation
| Award Type | Grant Activity | Metrics | Vesting |
|---|---|---|---|
| Equity grants (RSUs/PSUs/Options) | None disclosed | N/A | N/A |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None disclosed | N/A | N/A |
No equity awards, performance plans, severance or change-of-control terms for directors are disclosed pre-business combination.
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed for Protto | N/A | BKHA peers include directors who serve on other SPAC boards (e.g., McCabe on YOTA & QETA), but Protto is not disclosed as serving on other public company boards. |
Expertise & Qualifications
- Senior operating/finance leadership, retail operations scaling, M&A execution, and multi-industry executive experience (Macy’s; Alpine 4).
- Degrees: Business and Law (Whitworth University; Gonzaga University).
- Military leadership: Commissioned officer, rose to Lt. Colonel.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs Unvested | Pledged |
|---|---|---|---|---|
| Terry W. Protto | 0 | 0.00% | N/A | No pledging disclosed |
As of Feb 7, 2025, only Sponsor/CEO beneficially owned BKHA shares; Protto reported no beneficial ownership.
Governance Assessment
- Strengths: Independent status; chairing Compensation Committee post-4/29/2025; Audit Committee oversight of related-party payments; no Item 404(a) related-party interest or family relationships disclosed for Protto upon appointment changes.
- Alignment: No personal equity ownership and no cash compensation pre-deal limit direct “skin in the game”; alignment will depend on post-merger policies and any future director equity programs.
- Conflicts: Company pays Sponsor (controlled by CEO) $10,000/month for admin services and may repay sponsor loans up to $500,000—Audit Committee reviews quarterly; Protto’s committee role should monitor consultant independence and future pay decisions.
- RED FLAGS:
- Internal controls: Material weakness (limited segregation of duties; insufficient written policies) disclosed—board oversight required.
- SPAC structural risks: Extension/Trust amendments and heavy redemption dynamics can stress governance and liquidity; Nasdaq listing risk if public holder counts drop.
- Ownership alignment: Protto holds no BKHA shares as of latest disclosure; any future equity policy could improve alignment.
Notes on attendance and say-on-pay: BKHA may not hold an annual meeting or run say-on-pay until after a business combination; therefore attendance rates and SOP results are not disclosed.