J. Douglas Ramsey
About J. Douglas Ramsey
J. Douglas Ramsey, Ph.D., age 64, is Chairman of the Board, Chief Executive Officer, and Chief Financial Officer of Breeze Holdings Acquisition Corp. (BRZH) and has served in these roles since June 2020 . He holds a BS in Finance (Cal Poly Pomona), an MBA (University of Chicago Booth), and an MA and Ph.D. in Business and Financial Economics (Claremont Graduate University); he is NACD Directorship Certified . BRZH is a SPAC with no operating revenues and limited trust cash after redemptions; it faces going-concern risk ahead of a June 26, 2025 deadline to consummate the YD Biopharma business combination and was delisted from Nasdaq to OTCQX in 2024, indicating execution and liquidity risks rather than traditional TSR or operating metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Breeze Holdings Acquisition Corp. | Chairman, CEO, CFO | 2020–present | Led SPAC through multiple charter extensions, OTCQX trading, and signed Merger Agreement with YD Biopharma |
| Saddle Operating | President & CFO | 2014–2019 | Oversaw finance and operations; focus on cost management and efficiency |
| EXCO Resources | Treasurer; VP Finance & Special Assistant to Chairman; Director Strategic Planning & Special Projects; CFO | 1997–2014 (CFO 1997–2009) | Drove >160 transactions; assets grew from ~$3mm to >$6bn; led $698mm IPO and major financings ($2bn mandatory convertible, $2.4bn syndicated line, $750mm bonds) |
| Coda Energy | Financial Analyst/Assistant to President; Financial Planning Manager | 1992–1997 | Corporate finance and planning responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| EXCO Resources | Director | 1998–2003 | Board service during significant growth and transactions |
| Academia | Finance Instructor (SMU undergraduate & professional MBA; Baylor Executive MBA) | Various | Teaching and executive education in finance |
| NACD | Directorship Certified | Current | Governance credential |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Executive cash compensation | None paid to officers/directors | “None of our executive officers or directors have received any cash compensation” |
| Administrative services (affiliate of Sponsor) | $5,000/month office, utilities, support | Paid to affiliate; not direct executive compensation |
| Reimbursement | Out-of-pocket expenses for deal work | Reviewed quarterly by audit committee |
Performance Compensation
No annual bonus plans, PSUs, or performance cash disclosed for BRZH executives; compensation after any business combination would be set by the post-combination board/compensation committee . Founder equity and warrants serve as at-risk instruments tied to transaction completion and subsequent stock performance .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | – | – | – | – | – |
Equity Ownership & Alignment
| Holder | Instrument | Quantity | % Outstanding | Terms/Lock-ups |
|---|---|---|---|---|
| Breeze Sponsor, LLC (managed by Ramsey; he has voting/dispositive control; disclaims beneficial ownership except pecuniary interest) | Common stock (Founder Shares) | 2,475,000 | 72.5% | Founder shares subject to lock-up until 1 year post-close or price-based early release; Sponsor agreed not to transfer/pledge pre-close per support agreements |
| Breeze Sponsor, LLC | Private Placement Warrants | 4,325,000 | – | Exercise price $11.50; lock-up 30 days post-close; warrants accounted as liabilities |
| I-Bankers | Common stock (Representative Shares) | 250,000 | 7.3% (part of >5% holders total) | Subject to FINRA lock-up and waives redemption rights; piggyback/demand rights limited by FINRA rules |
| Public shareholders | Common stock (unredeemed) | 272,103 | 8.0% | Public shares redeemable; remaining after multiple redemptions |
Notes:
- Independent directors purchased 100,000 founder shares (25,000 each) from Sponsor in 2021 for nominal consideration; Sponsor agreed to transfer 15,000 shares to each independent director at business combination close (currently beneficially owned by Sponsor; no signed transfer agreements) .
- No pledging or hedging policies disclosed; Sponsor Support and Lock-Up Agreements restrict transfers/pledges pre-close and impose an 8-month lock-up post-close with early release at $12.50/$15.00 VWAP triggers .
Employment Terms
- Appointment/tenure: Ramsey has served as Chairman/CEO/CFO since June 2020 .
- Contracts/Severance/Change-of-control: No executive employment agreements, severance, or golden-parachute terms disclosed for BRZH; compensation post-merger to be set by the combined company .
- Time commitment: Officers are not required to commit a specific amount of time; may have fiduciary obligations to other entities (corporate opportunity renunciation in charter) .
Board Governance
- Dual-role implications: Ramsey is Chairman, CEO, and CFO (combined roles may raise independence considerations); however, all three standing committees are composed solely of independent directors .
- Committee memberships/chairs:
| Committee | Members | Chair |
|---|---|---|
| Audit | McLelland, Thomas, Williams | McLelland |
| Compensation | McLelland, Thomas, Stark | Thomas |
| Nominating & Corporate Governance | Williams, Thomas, Stark | Williams |
- Independence: McLelland, Thomas, Stark, and Williams are independent directors per OTCQX/Nasdaq standards .
- Lead Independent Director: Not disclosed.
- Meeting attendance: Not disclosed.
Director Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash retainers/fees | None disclosed | No cash paid to directors |
| Equity | Independent directors purchased 25,000 founder shares each; Sponsor to transfer 15,000 shares to each independent director at close (beneficially owned by Sponsor today) | Transfer not yet executed; currently a Sponsor obligation |
| Ownership guidelines | Not disclosed | – |
Compensation Structure Analysis
- Heavy equity-at-risk via founder shares and private warrants incentivizes consummation of a business combination; founder/warrant interests expire worthless if no deal by June 26, 2025 .
- No guaranteed cash pay; compensation mix is entirely at-risk pre-close (aligns to transaction success but can create pressure to close suboptimal deals) .
- No evidence of option repricing or award modifications; SPAC lock-up and price-based release mechanisms disclosed .
Related Party Transactions
| Transaction | Counterparty | Amount/Terms | Notes |
|---|---|---|---|
| Working capital promissory note(s) | Sponsor | $5,997,804 outstanding (WC); additional $1,083,097 for monthly extensions; total due to Sponsor $9,583,457 (incl. $202,556 expenses) | Non-interest bearing; payable at close or by June 26, 2025; extension loans for charter extensions |
| Charter/Trust extensions | Sponsor | Multiple monthly deposits ($0.035/share) | Sponsor funds monthly extension payments; waived repayment from trust if no deal |
| Admin services | Affiliate of Sponsor | $5,000/month | Office and support services |
| Business combination advisory fee | I‑Bankers | $3,162,500 (2.75% of IPO gross) | Payable upon closing; business combination marketing agreement |
| Legal advisory | Woolery & Co. | $800,000 at close (Sponsor to assume $1.2mm of $2.0mm fee) | Engagement for strategic legal/advisory; $100,000 retainer already paid |
| Proxy/PR vendors | D.F. King ($25,000 + discretionary), Gateway ($100,000 success), Edgar Agents ($50,000 success) | Success-based fees tied to merger documentation and solicitation | Agreements tied to YD Biopharma transaction |
Risk Indicators & Red Flags
- Going concern risk and limited liquidity outside trust; deadline June 26, 2025 to close a business combination .
- Material weakness in internal controls (income tax accounting); disclosure controls deemed not effective as of Dec 31, 2024 .
- Delisting from Nasdaq; trading on OTCQX with limited volume and penny stock risks .
- High Sponsor control (72.5% ownership) and at-risk founder/warrant positions create potential conflict to complete a deal (charter renounces corporate opportunities and committee independence mitigates) .
- Excise tax liability related to redemptions ($160,441 accrued) and ongoing redemption pressure reducing trust funds .
- Warrant liabilities marked to fair value (non-cash P&L volatility) .
Performance & Track Record
- Transactional track record: At EXCO Resources, Ramsey led finance through >160 transactions, asset growth from ~$3mm to >$6bn, and major financings including a $698mm IPO and multi-billion facilities and bonds .
- BRZH operational context: No operating revenues; trust balance reduced by successive redemptions; merger signed with YD Biopharma with an 8-month lock-up mechanics post-close .
Expertise & Qualifications
- Degrees: BS (Cal Poly Pomona), MBA (Chicago Booth), MA/Ph.D. (Claremont Graduate University) .
- Specializations: Corporate finance, capital markets, transaction execution; teaching roles in finance at SMU and Baylor .
- Governance: NACD Directorship Certified .
Equity Mechanics & Vesting Schedules
| Instrument | Vesting/Lock-up | Early Release Conditions |
|---|---|---|
| Founder Shares | Locked for 1 year post business combination or price-based release | Release if stock ≥ $12.00 for 20 days in any 30-day period ≥150 days post-close; or upon qualifying liquidity event |
| Private Placement Warrants | Transfer restricted until 30 days post-close | Exercisable at $11.50; liability accounting; redemption features apply |
| Post-close lock-up (Merger Agreement) | 8 months for certain holders | 10% release at $12.50 VWAP; additional 10% at $15.00 VWAP for 20/30 days; full release upon Subsequent Transaction; Board may release after 6 months |
Say-on-Pay & Shareholder Feedback
- No executive pay program or say-on-pay votes disclosed for BRZH; as a SPAC with no cash compensation to officers/directors pre-close .
Compensation Committee Analysis
- Composition entirely independent; charter authorizes retaining external advisors and producing required disclosures post-close .
- No independent compensation consultant engagement disclosed pre-close .
Investment Implications
- Alignment: Founder shares and warrants create strong incentives for Ramsey/Sponsor to close a value-creating merger; post-close lock-ups and price triggers further align equity holders to market performance .
- Governance checks: All committees are independent, mitigating combined Chairman/CEO/CFO role risks; however, Sponsor’s 72.5% voting control and corporate opportunity renunciation heighten potential conflicts that demand close oversight of deal terms and fairness opinions .
- Risk posture: Going-concern pressure, material control weakness, OTCQX trading with limited liquidity, ongoing redemption/ excise tax drag, and warrant liability volatility suggest elevated execution and market risks into the YD Biopharma closing window .
- Trading signals: Monitor Form 4 activity, sponsor loan increments, and lock-up releases post-close; price thresholds ($12.50/$15.00) embedded in lock-ups may create supply dynamics when triggered .