Russell D. Griffin
About Russell D. Griffin
Russell D. Griffin is President and a director of Breeze Holdings Acquisition Corp. (BRZH), serving since June 2020. He brings 35+ years in oil and gas operations, EHS, and regulatory leadership, with prior roles at Saddle Operating (COO), EXCO Resources (VP EHS), TGGT Holdings (VP EHS), and Hunt Oil (Senior Regulatory Representative). He holds a BS in Petroleum Engineering Technology and an AS in Safety Management from Nicholls State University and is NACD Directorship Certified . As of April 2024, his age was disclosed as 60 . BRZH is a SPAC; management disclosed no executive cash pay pre–business combination, and the stock was delisted from Nasdaq in July 2024, now trading OTCQX—factors that frame incentive alignment and governance risk for executives and directors .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Saddle Operating | Chief Operating Officer | Nov 2015 – Jun 2019 | Led operations and cost discipline; senior operating leadership in upstream portfolio . |
| EXCO Resources | VP Environmental, Health & Safety | Jun 2010 – Nov 2015 | Built EHS program across large upstream footprint; supported operational compliance and safety culture . |
| TGGT Holdings (midstream) | VP Environmental, Health & Safety | 2012 – 2013 | Established EHS leadership in midstream operations . |
| Hunt Oil Company | Senior Regulatory Representative | Aug 2005 – Jan 2008 | Managed regulatory interface in international E&P; deepened permitting and compliance capability . |
| Various E&P operations roles | Operations positions | Aug 1984 – Aug 2005 | Broad onshore/offshore technical and operational expertise across U.S. Gulf OCS, TX, LA . |
External Roles
| Organization | Role/Association | Years | Notes |
|---|---|---|---|
| NACD | Directorship Certified | Current | Governance credential (NACD.DC) . |
| American Association of Drilling Engineers | Member | Current | Professional association membership . |
| Society of Petroleum Engineers | Member | Current | Professional association membership . |
| American Association of Safety Professionals | Member | Current | EHS professional membership . |
Board Service (and Dual-Role Implications)
- Role and tenure: Director (Class I) since June 2020; currently also serving as President (executive director) .
- Committee roles: BRZH’s audit, compensation, and nominating/governance committees are composed solely of independent directors; Griffin (an executive) is not listed on any committee .
- Board independence: Majority independent; independent-only committees, with Audit chaired by Albert McLelland (audit committee financial expert) .
- CEO/Chair dual role at company level: J. Douglas Ramsey serves as Chairman, CEO, and CFO—concentration of roles increases reliance on independent committees to mitigate governance risk .
Fixed Compensation
| Component | 2024–2025 Pre-Business Combination | Notes |
|---|---|---|
| Base salary | $0 | “None of our executive officers or directors have received any cash compensation” pre–business combination . |
| Target/Actual bonus | $0 / $0 | No annual bonus program disclosed . |
| Perquisites | Administrative support fee paid to affiliate: $5,000/month (company-level) | Paid to affiliate of Sponsor for office/admin; not executive-specific comp . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — |
- BRZH (as a SPAC) disclosed no annual or long-term incentive plans for executives prior to closing a business combination .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Breeze Sponsor, LLC | 2,475,000 | 72.5% | Sponsor controlled by CEO/Chair; foundational equity . |
| J. Douglas Ramsey, Ph.D. | 2,475,000 | 72.5% | Reflects Sponsor’s shares; Ramsey controls Sponsor; disclaims beneficial ownership beyond pecuniary interest . |
| Russell D. Griffin | 0 | <1% | Footnote: does not include any securities held by Sponsor, of which he is a direct/indirect member . |
| Albert McLelland | 25,000 | <1% | Independent director . |
| Robert Lee Thomas | 25,000 | <1% | Independent director . |
| All officers/directors (6) | 2,525,000 | 74.0% | Group total . |
Additional alignment and potential selling pressure considerations:
- Founder shares lock-up: Sponsor and founder holders agreed not to transfer founder shares until the earlier of (A) one year after completion of a business combination, or (B) stock trading ≥$12.00 for any 20 of 30 trading days commencing ≥150 days after a business combination, or (C) consummation of a subsequent transaction (provides overhang/exit conditions) .
- Director equity upon closing: Sponsor agreed to transfer 15,000 shares to each independent director upon closing of an initial business combination (equity retainer contingent on deal closing) .
- Pledging/hedging: No policy disclosures specific to pledging/hedging were identified in filed materials .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | President and director since June 2020 . |
| Contract term | No executive employment agreements disclosed . |
| Severance | None disclosed; “We are not party to any agreements…that provide for benefits upon termination” . |
| Change-of-control | Not disclosed pre–business combination . |
| Non-compete / non-solicit | Not disclosed . |
| Post-termination consulting | Possible post-combination consulting/management fees, to be determined by new board (not pre-committed) . |
Performance & Track Record (context)
- BRZH delisted from Nasdaq in July 2024; common stock trades on OTCQX; limited trading volume elevates volatility and liquidity risk .
- Redemption value guidance: approx. $11.26/share (Nov 2024 record date) and $11.505/share (May/June 2025 record date); spot quotes in proxies: $11.52 (Nov 27, 2024) and $11.82 (May 28, 2025) .
- Extensive shareholder redemptions and repeated trust extensions (through September 2025) concentrated ownership with Sponsor and reduced public float—heightening execution and capital structure risks around any deal closing .
Compensation Structure Analysis
- Cash vs equity mix: No cash salaries/bonuses; pre-combination compensation limited to expense reimbursements and company-level admin fee—executive upside is tied primarily to sponsor/founder equity economics, not annual pay .
- Metric rigor: No disclosed performance metrics, targets, or pay-for-performance structure pre–business combination .
- Option usage: No option awards disclosed; no option repricings .
- Director equity: Independent directors’ equity transfer upon deal closing could align directors with consummation but may create perceived incentive to complete a transaction regardless of quality; mitigated by majority-independent board and committee structure .
Related Party Transactions (and potential red flags)
- $5,000/month administrative support paid to affiliate of Sponsor (ordinary SPAC arrangement; monitored by audit committee) .
- Sponsor/insider working capital loans and extension funding, typically non-interest bearing and repayable only upon business combination; Sponsor indemnity to protect trust value to $11.505 per public share underscores Sponsor at-risk capital but also creates structural conflicts common to SPACs .
Director Compensation (for governance quality)
- Pre-combination: No cash retainers disclosed; independent directors expected to receive 15,000 shares from Sponsor at business combination closing; no committee chair fees disclosed .
- Ownership guidelines: Not disclosed .
Equity Ownership & Trading Pressure Signals
- Griffin personally reports 0 shares (<1%); alignment likely via indirect Sponsor membership interests (not quantified), while Sponsor controls 72.5%—concentrated control can reduce free float and amplify post-deal selling pressure if lock-up triggers are met .
- Lock-up release price trigger at $12.00 post-deal can catalyze supply if price thresholds are achieved, especially given concentrated founder holdings .
Say-on-Pay & Shareholder Feedback
- No say-on-pay votes disclosed; no executive pay program pre–business combination .
Expertise & Qualifications
- Education: BS Petroleum Engineering Technology; AS Safety Management (Nicholls State University) .
- Technical expertise: E&P operations, EHS leadership, regulatory; M&A participation (domestic and international) .
- Governance credential: NACD Directorship Certified .
Work History & Career Trajectory
- Progressive operating and EHS leadership roles culminating in COO (Saddle Operating) and VP EHS (EXCO, TGGT), followed by executive role at BRZH (President), demonstrating breadth across operations, safety, and regulatory domains .
Compensation Committee Analysis
- Composition: Independent directors only—McLelland, Thomas (Chair), Stark .
- Authority: May hire independent consultants; oversees executive and director remuneration frameworks post-deal .
- Changes: No changes in committee composition impacting Griffin’s compensation oversight noted; Griffin does not sit on the committee .
Investment Implications
- Alignment: Pre-deal, Griffin has no disclosed cash pay and no direct shareholdings; alignment likely via Sponsor membership economics, but lack of quantified indirect interest limits transparency on personal stake magnitude .
- Retention risk: No employment agreements, severance, or CoC protection; retention hinges on transaction closure and post-deal roles; potential to negotiate post-combination arrangements later .
- Governance: Executive director structure and CEO/Chair dual role elevate governance risk; mitigated by majority-independent board and independent-only key committees .
- Trading/liquidity: OTCQX listing, limited float, and high insider/Sponsor concentration imply elevated volatility and potential post-lock-up selling pressure around $12 triggers .
- Execution: Repeated extensions and high redemption rates underscore financing and deal-completion risk typical of late-stage SPACs; evaluate PIPE/backstop sufficiency and listing contingencies (e.g., Nasdaq conditions for any de-SPAC) when sizing exposure .
Note: BRZH disclosed no executive salary/bonus, equity incentive plans, severance, or change-in-control arrangements prior to a business combination; most incentive levers flow through Sponsor/founder equity economics and post-combination determinations by an independent compensation committee .