Charles C. Ross
About Charles C. Ross
Charles C. Ross, P.E., is Chief Operating Officer of Breeze Holdings Acquisition Corp. (BRZH), serving since June 2020. He is 68 years old, a registered Professional Engineer (Petroleum) since 1988, and holds BS degrees in Architectural Engineering and Petroleum Engineering from the University of Texas at Austin . BRZH is a special purpose acquisition company (SPAC) with no operating revenues until it completes a business combination, so traditional operating performance metrics (revenue/EBITDA growth) are not applicable; the company was delisted from Nasdaq in 2024 and trades on OTCQX .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Breeze Holdings Acquisition Corp. (BRZH) | Chief Operating Officer | 2020–Present | SPAC operations and due diligence leadership; management track record includes materially improving drilling/development and operating costs at EXCO with teammates Dr. Ramsey and Mr. Griffin . |
| Saddle Operating | VP, Regulatory Affairs & EHS | Dec 2015–Jun 2019 | Led regulatory/EHS function across operations . |
| EXCO Resources | Director, Regulatory Affairs | Aug 2012–Nov 2015 | Regulatory leadership; part of team cited for significant cost reductions at EXCO . |
| TGGT Midstream | Director, Regulatory Affairs | Jan 2010–Dec 2013 | Directed regulatory affairs at independent midstream company . |
| Railroad Commission of Texas (RRC) | New Field Discovery Examiner → Director of Field Operations | 1982–2009 (27 years after 1982) | Oversaw nine district offices and 247 employees; expert witness in Commission hearings and legislative forums . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Texas Independent Producers & Royalty Owners Association (TIPRO) | Chair, Regulatory Committee | Current chair role referenced in filings . |
| Texas Oil & Gas Association (TXOGA) | Chair, Regulatory Practice Committee | Chair roles at TXOGA and TIPRO referenced in prior filing . |
Fixed Compensation
| Component | 2024 Status | Notes |
|---|---|---|
| Base salary | $0 | “None of our executive officers or directors have received any cash compensation for services rendered to us” . |
| Target bonus | Not disclosed / N/A | No cash bonus program disclosed pre-business combination . |
| Actual bonus | Not disclosed / N/A | No cash bonuses disclosed . |
| Administrative support fee (to affiliate) | $5,000 per month | Paid to an affiliate of Sponsor for office space, utilities, and administrative support (not to Ross personally) . |
| Expense reimbursement | Allowed | Sponsor/executives reimbursed for out-of-pocket expenses; audit committee oversight quarterly . |
Performance Compensation
| Incentive Type | Terms | Metric/Weighting | Target vs Actual | Vesting/Lock-up | Notes |
|---|---|---|---|---|---|
| Executive equity/bonus plans (pre-business combination) | None disclosed | N/A | N/A | N/A | No executive equity awards or cash incentive plans disclosed prior to business combination . |
| Sponsor “Founder Shares” | 2,475,000 shares held by Breeze Sponsor, LLC | Deal completion (binary) | N/A | Sponsor shares become worthless if no business combination within deadline (absent extension) | Ross is a direct or indirect member of Sponsor; Dr. Ramsey manages Sponsor; Sponsor owns founder shares . |
| Sponsor Private Placement Warrants | 4,325,000 warrants held by Sponsor | Value tied to post-deal stock performance | N/A | Not transferable until 30 days after business combination | Sponsor warrants provide upside only if a deal closes and value accretes; lock-up applies . |
| Independent Director founder shares (for context) | 15,000 shares to each independent director at deal close | Deal completion (binary) | N/A | Transfer upon closing | Highlights broader board incentive to close a deal; shares currently held by Sponsor until closing . |
Implication: Pre-merger, executive pay is effectively $0 cash with sponsor-linked upside contingent on closing a transaction. Founder shares and private warrants expire worthless if no deal closes, creating strong incentives to complete a business combination .
Equity Ownership & Alignment
| Holder | Direct BRZH Shares | Indirect/Sponsor Interest | Private Placement Warrants | Ownership % of Outstanding | Pledging |
|---|---|---|---|---|---|
| Charles C. Ross | 0 | Direct or indirect member of Sponsor (not manager) | None individually disclosed | 0% direct; Sponsor holds 72.5% via 2,475,000 founder shares as of 3,412,103 shares outstanding | No pledging disclosed |
| Breeze Sponsor, LLC (context) | 2,475,000 | N/A | 4,325,000 | 72.5% of shares outstanding at record date | Not disclosed |
Citations: Ross 0 shares and Sponsor details ; total outstanding shares 3,412,103 ; Sponsor private warrants and lock-up . No pledging or hedging disclosures were found in the filings reviewed.
Employment Terms
| Term | Disclosure |
|---|---|
| Start date / tenure | COO since June 2020 . |
| Employment agreement | Not disclosed; no agreements providing termination benefits . |
| Severance / Change-in-Control | None disclosed; “not party to any agreements … that provide for benefits upon termination” . |
| Non-compete / Non-solicit | Not disclosed in filings reviewed. |
| Clawback policy | Not disclosed in filings reviewed. |
Compensation Committee Analysis (context)
- Compensation Committee members: Albert McLelland, Robert Lee Thomas (Chair), Bill Stark; authority includes oversight of executive compensation policies and potential consultant engagement (independence review required) .
- Pre-business combination, executives receive no cash compensation; any post-merger executive compensation would be determined by a committee of independent directors of the combined company and disclosed at that time .
Performance & Track Record
- Cost Improvement Record: Filings cite that at EXCO Resources, Dr. Ramsey and Messrs. Griffin and Ross “significantly” improved drilling, development, and operating costs via rate renegotiations and efficiencies .
- Regulatory Expertise: 27-year tenure at the Railroad Commission of Texas culminating as Director of Field Operations with oversight of nine districts and 247 employees; frequent expert witness in regulatory/legislative settings .
- SPAC Status/Trading: BRZH was delisted from Nasdaq in 2024 and trades on OTCQX, with limited trading liquidity noted as a risk factor .
Risk Indicators & Red Flags
- Founder Shares/Warrants Expire Worthless if No Deal: Sponsor’s founder shares and private warrants are non-redeemable and would be worthless absent a business combination—strong incentive to close a deal that may influence risk appetite .
- Extensions Funded by Sponsor Loans: Sponsor has provided interest-free loans to fund trust extensions; these may not be repaid if no combination occurs; Sponsor and insiders are obligated to vote for extensions per support agreements .
- Listing/Trading Risk: Common stock trades on OTCQX; limited trading volume, “penny stock” risks, and potential adverse effects on financing noted .
- Governance Changes: Director Bill Stark resigned effective May 30, 2025 (personal reasons), reducing board size from seven to six .
Say-on-Pay & Shareholder Feedback
- Not applicable pre-business combination; no executive compensation paid and no say-on-pay history disclosed for BRZH .
Investment Implications
- Alignment: Ross receives no cash compensation; his economic upside is primarily indirect via Sponsor economics contingent on closing a deal. This aligns him with transaction completion but not explicitly with long-term TSR or operating KPIs pre-merger .
- Retention/Turnover Risk: Absence of employment agreements, severance, or change-of-control protections suggests low contractual retention risk/cost but could also reduce stickiness post-merger unless new agreements are put in place .
- Selling Pressure/Unlocks: Private placement warrants are locked for 30 days post-close; founder shares’ transfer mechanics for independent directors trigger at closing. While specific unlocks for Sponsor equity are not detailed here, standard SPAC lock-ups can create staged liquidity windows that may introduce selling pressure post-merger .
- Governance/Execution: Ross’s deep regulatory and operating background (RRC/EXCO/TGGT/Saddle) and cost-discipline record are positives for execution diligence on targets. However, BRZH’s OTC trading, extensions, and high sponsor concentration underscore deal-closure incentives and market-liquidity risks that investors should monitor through the de-SPAC process .