James L. Williams
About James L. Williams
James L. Williams (age 71) has served as an independent director of Breeze Holdings Acquisition Corp. (BRZH) since August 2022. A retired U.S. Marine Corps Major General with over 35 years of service (retired 2010), he brings deep leadership and governance experience; his education includes a BS (Slippery Rock University), Master’s degrees from Georgetown (Government & National Affairs) and Yale (Hospital Management & Public Health), and advanced program study at Harvard JFK School, UNC LOGTECH, and the U.S. Army War College. He currently serves as Managing Senior Partner of Lotus Tiger International, LLC and previously was CEO/Chairman of Zenneck Power LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Marine Corps | Major General; commanded at every level; Iraq deployments (Ramadi, Fallujah) | 1976–2010 (commissioned 1976; retired 2010) | Senior combat leadership; Reserve Force Policy Board; decorations include Bronze Star, Legion of Merit, Defense Meritorious Service Medal |
| Lotus Tiger International, LLC | Managing Senior Partner | Current (dates not disclosed) | Executive leadership; strategic advisory |
| Zenneck Power LLC | Chief Executive Officer & Chairman | Prior (dates not disclosed) | Corporate leadership; technology/commercialization oversight |
External Roles
| Organization | Sector | Role |
|---|---|---|
| Rewards.com/RewardToken.IO; PayForAll, LLC; Mobile Equity Corporation (d.b.a. Qruz); DCG International | For-profit | Director/Advisor (positions across multiple companies) |
| International Learning of Texas (Public Charter); SMU Tower Center; North Texas Crime Commission (Cybercrime Committee); Tarleton State Criminal Justice Program; Admiral Nimitz Foundation/National Museum of the Pacific War; American Board of Physician Specialties (Disaster Medicine Committee); Veterans Coalition of North Central Texas; VA Medical Center of North Texas; World Craniofacial Foundation; Bridge-Homeless Program | Non-profit/Academic | Board/Advisor; civic service and veteran advocacy |
Board Governance
- Board classification and independence: Williams is a Class I director alongside Griffin and Stark; the board determined Williams (and McLelland, Thomas, Stark) to be independent under OTCQX/NASDAQ and SEC rules; independent directors hold regularly scheduled meetings in executive session .
- Committee assignments:
- Audit Committee: Member (McLelland, Thomas, Williams); McLelland is Chair; all members financially literate; McLelland deemed “audit committee financial expert” .
- Compensation Committee: Not a member (McLelland, Thomas, Stark); Thomas is Chair .
- Nominating & Corporate Governance Committee: Chair (Williams) with Thomas and Stark as members; responsible for director nominations, governance guidelines, board/committee self-evaluations .
- Board change: Bill Stark resigned from the board effective May 30, 2025, reducing board size to six; committee compositions likely adjusted thereafter (not detailed in filing) .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $0; no cash paid to directors to date |
| Committee membership fees | Not disclosed; no cash paid to directors to date |
| Committee chair fees | Not disclosed; no cash paid to directors to date |
| Meeting fees | Not disclosed; no cash paid to directors to date |
Administrative services fee: The company pays Breeze Financial (an affiliate of the Sponsor) $5,000/month for office and administrative services until a business combination or liquidation; out-of-pocket expenses of sponsor/directors/officers reimbursed subject to audit committee review .
Performance Compensation
| Instrument | Grant date | Quantity/Terms | Vesting | Fair value | Notes |
|---|---|---|---|---|---|
| Contingent stock transfer (Founder Shares) | Upon closing of initial business combination | Sponsor agreed to transfer 15,000 shares to each independent director | Effective at business combination closing | Not disclosed | Shares currently beneficially owned by Sponsor; no signed agreements associated with transfers |
| Options/RSUs/PSUs | — | Not disclosed | — | — | No equity awards disclosed to directors pre-combination |
Performance metrics: None disclosed for director compensation; no TSR/EBITDA/ESG metrics tied to director pay .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Rewards.com/RewardToken.IO; PayForAll, LLC; Mobile Equity Corporation (Qruz); DCG International | Director/Advisor | No specific related-party transactions with BRZH disclosed; time-allocation conflicts are broadly risk-noted for officers/directors with other business engagements |
Expertise & Qualifications
- Military leadership and governance: Major General, commanded Marines in combat; service on Secretary of Defense’s Reserve Force Policy Board .
- Education: BS (Slippery Rock University); Master’s degrees from Georgetown and Yale; program studies at Harvard JFK; UNC LOGTECH; MS in Strategic Studies (U.S. Army War College) .
- Board skills: Chairs Nominating & Corporate Governance; member Audit; financially literate; governance oversight per committee charters .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Outstanding | As-of |
|---|---|---|---|
| James L. Williams | 0 | * (less than 1%) | Record date for proxy: 3,412,103 shares outstanding |
| Note: Independent directors (current and former) aggregate ownership | 100,000 Founder Shares (aggregate) | Not broken out by individual | Independent directors’ aggregate noted; Sponsor holds 2,475,000 Founder Shares and 4,325,000 warrants |
Shares outstanding at record date: 3,412,103 .
Sponsor transfer covenant: 15,000 shares to each independent director at business combination close; currently beneficially owned by Sponsor; no signed agreements; thus not included in Williams’ current beneficial ownership .
Governance Assessment
-
Positives:
- Independent status and governance leadership (Chair of Nominating & Corporate Governance; Audit Committee member) enhance board process integrity and oversight .
- Audit Committee overseer role includes related-party transaction pre-approval and auditor independence safeguarding; all members independent and financially literate .
- No cash compensation to directors pre-combination reduces immediate cash conflict risk; independent directors meet in executive session regularly .
-
Risks and RED FLAGS:
- Founder-share incentives: Independent directors (current and former) collectively hold Founder Shares, and each independent director is slated to receive 15,000 shares from Sponsor at business combination close; these instruments become worthless absent a deal, creating potential bias toward consummation and extension approvals (RED FLAG) .
- Voting commitments: Sponsor Support Agreement obligates Sponsor, I‑Bankers, and independent directors (current and former) to vote in favor of the extension and take actions to consummate the merger, constraining independence on critical governance votes (RED FLAG) .
- Related-party exposure: Administrative services paid to a Sponsor affiliate ($5,000/month); Sponsor deposited ~$3.5M into trust as interest-free loans and indemnity undertakings, deepening dependency ties and potential conflicts if deal timing slips (RED FLAG) .
- Transparency gaps: No disclosure of director attendance rates, meeting fees, or equity grant fair values/vesting schedules beyond contingent transfers; committee composition changes likely after Stark’s resignation not fully updated in filings (process risk) .
-
Alignment summary: Williams currently reports 0 beneficially owned shares; alignment would increase upon business combination via contingent share transfer from Sponsor, but such contingent awards also heighten deal-pressure incentives typical of SPAC governance structures .