Albert McLelland
About Albert McLelland
Albert McLelland is an independent director of Breeze Holdings Acquisition Corp. (BRZH) and has served on the board since November 2020. He is Managing Director of AmPac Strategic Capital (since 2002) and is designated the board’s “audit committee financial expert,” reflecting deep finance and M&A expertise; he is independent under OTCQX/NASDAQ rules. He holds a BA from the University of South Florida, an MBA from the University of Chicago Booth, and an MA in International Affairs from Columbia; he is NACD Directorship Certified.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AmPac Strategic Capital LLC | Managing Director | 2002–present | Advisory/investment firm leadership |
| PricewaterhouseCoopers (Financial Advisory Services) | Director, Chairman’s Asian Cross-Border Transactions Initiative | 1998–2002 | Led large client cross-border deals in Asia |
| Pearl Delta Capital Corp. (Taiwan) | Founder; sold company | 1993–1998 | Entrepreneurship/corporate finance |
| CEF Taiwan Limited (HK merchant bank) | Senior Manager, Corporate Finance | 1991–1993 | Corporate finance execution |
| Riddell*Tseng | Assisted in formation; professional role | 1990–1993 | Firm formation/transactions |
| Shearson Lehman | Associate, Public Finance | 1987–1990 | Capital markets |
| China Fire & Security Group, Inc. (CFSG) | Chairman of Special Committee (public board capacity) | Not stated | Led sale to Bain Capital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UT Dallas – Institute for Excellence in Corporate Governance | Advisory Board Member; Chair, Steering Committee for North Texas Private Equity Council | Current | Governance leadership |
| Academia (US/China) | Adjunct professor/guest lecturer | Not stated | Governance/finance education |
| NACD | Directorship Certified | Current | Director credentialing |
Board Governance
- Independence and structure: McLelland is independent under OTCQX/NASDAQ standards; the board’s standing committees (Audit; Compensation; Nominating & Corporate Governance) are composed solely of independent directors. He is a Class II director (with Ramsey and Thomas).
- Committee assignments: Audit Committee Chair (members: McLelland, Thomas, Williams) and designated “audit committee financial expert”; Compensation Committee member (Chair: Thomas; members: Thomas, McLelland, Stark).
- Board change: Director Bill Stark resigned effective May 30, 2025; board size reduced from seven to six, which may prompt committee rebalancing.
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $0 (no cash compensation paid to officers or directors) | |
| Committee chair/member fees | $0 (no cash compensation disclosed) | |
| Meeting fees | $0 (no cash compensation disclosed) |
The company states “none of our officers or directors has received any cash compensation,” consistent with SPAC practice prior to a business combination.
Performance Compensation
| Equity/Contingent Award | Terms | Notes |
|---|---|---|
| Founder/Common shares currently held | 25,000 shares beneficially owned by McLelland (<1%) | Based on 3,412,103 shares outstanding (as of Mar 11, 2025) |
| Contingent transfer at closing | Sponsor agreed to transfer 15,000 shares to each independent director upon closing of an initial business combination; currently beneficially owned by Sponsor | Creates transaction-completion incentive; footnote notes no signed agreements for such transfers in 10-K table |
| Forfeiture risk | Founder/warrant securities (including independent directors’ founder shares in aggregate) expire worthless if no business combination by June 26, 2025 (subject to extensions) | Incentive alignment risk/pressure to transact |
Performance metrics: No director performance metrics (TSR/EBITDA/ESG) tied to pay are disclosed for independent directors.
Other Directorships & Interlocks
| Company | Role | Committee/Function | Status |
|---|---|---|---|
| China Fire & Security Group, Inc. | Chairman of Special Committee (public board capacity) | Led sale process to Bain Capital | Prior role (dates not stated) |
No other current public company directorships for McLelland are disclosed in the 10-K.
Expertise & Qualifications
- Capital markets/M&A specialist with Asia cross-border experience (PwC initiative leader; founder/operator background).
- Audit Committee financial expert designation (SEC definition) and Audit Chair—strong oversight of reporting, controls, and related-party approvals.
- Advanced education (MBA – Chicago Booth; MA – Columbia; BA – USF) and NACD Directorship Certified.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Record Context |
|---|---|---|---|
| Albert McLelland | 25,000 | * (<1%) | 3,412,103 shares outstanding as of Mar 11, 2025 |
| Sponsor transfer note | 15,000 shares per independent director to be transferred at closing (currently beneficially owned by Sponsor) | — | Footnote disclosure; no signed transfer agreements in 10-K table |
Concentrated ownership: Breeze Sponsor holds 2,475,000 shares (72.5%); significant control implications for governance and voting dynamics.
Governance Assessment
-
Positives
- Audit Chair and SEC-defined audit committee financial expert; committees comprised solely of independents—supports oversight quality.
- Experienced capital markets operator; cross-border M&A background suited to SPAC target diligence and transaction review.
-
Risks and potential conflicts
- Founder shares and contingent share transfer create an incentive to complete a transaction; all such securities expire worthless if no business combination by June 26, 2025 (unless extended). This can pressure deal timing/quality (RED FLAG).
- Sponsor Support Agreement obligated independent directors to vote in favor of extension and waive redemption rights—may be perceived as compromising independence of judgment in critical votes (RED FLAG).
- Extreme ownership concentration (Sponsor at 72.5%) and very small public float can limit minority holder influence and reduce accountability through votes.
- Board/committee stability risk following Stark’s resignation (committee reconstitution expected).
-
Related party safeguards
- Audit Committee must pre-approve and review related-party transactions; charter articulates conflict review criteria.
Overall: McLelland brings strong financial oversight and deal experience and anchors the audit function; however, SPAC-typical sponsor/founder share constructs and voting commitments present alignment and independence optics that investors should weigh carefully ahead of any merger vote.