Michael Hermansson

About Michael Hermansson

Michael Hermansson is Chief Executive Officer of byNordic Acquisition Corporation (BYNO) and has served as CEO since March 2020, following a 35-year career leading PE-backed businesses and industrial companies; he holds a bachelor’s degree in finance and accounting from the University of Gothenburg . BYNO is a SPAC with no operating revenues; executive officers receive no cash compensation before a business combination, and the company has been reliant on sponsor extensions and promissory notes to maintain its trust and listing status . BYNO was delisted from Nasdaq on February 18, 2025 and now trades on the OTC Pink market; the proxy cited limited liquidity and heightened volatility, with Class A last quoted at ~$12.12 on July 18, 2025 and trust redemption price of ~$12.25 as of July 11, 2025 . The sponsor and insiders held approximately 72.5% of voting power as of July 2, 2025, underscoring insider control and potential governance risk for public holders .

Past Roles

External Roles

Fixed Compensation

Executive officers of BYNO (a SPAC) receive no cash compensation prior to a business combination. The sponsor is paid an administrative fee; no officer salaries or bonuses are paid.

Performance Compensation

BYNO has not established cash or equity incentive plans for executive officers prior to an initial business combination; no annual or long-term incentive metrics, grants, or payouts were disclosed.

Equity Ownership & Alignment

• Structure: Alignment is primarily via the sponsor’s founder economics. Water by Nordic AB (the sponsor) is managed by Jonas Olsson, Michael Hermansson, and Joachim Cato; each may be deemed to share beneficial ownership of sponsor-held shares, but each disclaims beneficial ownership beyond any pecuniary interest .
• Individual direct holdings: Company disclosures list dashes for Hermansson’s direct beneficial ownership; he has no individual record holdings in the beneficial ownership tables .
• Form 3 (initial statement) shows Hermansson’s indirect pecuniary interest through the sponsor at IPO: 15,555 Class A and 83,219 Class B (convertible to Class A at business combination), with no dispositive control .
• Ownership concentration: Sponsor, officers, and affiliates held ~54.3% of voting power as of July 10, 2024 and ~72.5% as of July 2, 2025 following redemptions and conversions, reflecting significant insider control .
• Pledging/hedging and ownership guidelines: No disclosures of pledging or hedging by Hermansson; no executive stock ownership guidelines disclosed .

Notes: All executive ownership percentages reflect highly dynamic share counts due to redemptions, Class B-to-A conversions, and sponsor actions; Hermansson’s role is as a managing member of the sponsor with a potential pecuniary interest; he disclaims beneficial ownership beyond that .

Employment Terms

• Employment agreements/term: No employment agreement terms were disclosed for executive officers; SPAC policy states no compensation is paid to officers prior to a business combination .
• Severance and change-of-control: The company is not party to agreements providing benefits upon termination of employment; no severance or change‑of‑control multipliers disclosed .
• Clawback policy: BYNO adopted an Exchange Act Section 10D-compliant clawback policy covering current and former executive officers; upon an accounting restatement, the compensation committee will seek reimbursement/forfeiture of “overpayment” of incentive-based compensation received during the prior three completed fiscal years .
• Non-compete / non-solicit / pledging: No specific non-compete or non-solicit restrictions were disclosed for Hermansson; no pledging disclosures found .

Performance & Track Record

• BYNO status and liquidity: BYNO was delisted from Nasdaq on Feb 18, 2025 and quotes on OTC Pink (BYNOU, BYNO, BYNOW), with limited trading volume; management disclosed potential adverse impacts on liquidity, financing, and investor base .
• Capital structure and extensions: The sponsor funded multiple monthly extensions and working-capital notes (e.g., August 2024 through August 2025 $40,312 per month; December 2024–June 2025 non-convertible notes totaling $1.15 million) to preserve the trust and extend the business combination deadline, reinforcing sponsor commitment but increasing related-party leverage .
• Redemptions and excise tax: The company redeemed ~13.7 million shares at ~$10.655 (Aug 10, 2023) recording ~$1.46 million excise tax, and ~2.58 million shares at ~$11.44 (Aug 7, 2024) recording ~$0.295 million; excise tax reduces cash available for a combination .
• Beneficial control and CFIUS exposure: Sponsor is a foreign-controlled entity; filings warn that CFIUS review could delay/block a U.S. target combination and that insider control is significant (54–73% voting power depending on period) .
• Stock/trust reference points: As of July 11, 2025, trust redemption price was ~$12.25/share; Class A closed at ~$12.12 on July 18, 2025 .

Compensation Committee Analysis

• Committee composition: Compensation committee members include independent directors (e.g., Fredrik Elmberg, Steven Wasserman, and Anna Yukiko Bickenbach per charter); the committee’s scope covers CEO and officer pay, incentive plans, and perquisites, but BYNO’s policy is to pay no executive compensation before an initial business combination .
• Independence and advisors: The committee may retain independent advisors, considering Nasdaq/SEC independence factors .

Risk Indicators & Red Flags

• Delisting and “penny stock”/OTC trading risks: Delisting to OTC Pink elevates liquidity and financing risks, and may reduce institutional interest .
• Foreign sponsor/CFIUS risk: Potential CFIUS review could limit U.S. targets and cause delays or prohibition of a deal .
• High insider control: 54–73% insider voting power reduces influence of public shareholders on key votes .
• Heavy reliance on extensions and related-party loans: Serial extensions and sponsor loans indicate persistence but add governance/related-party complexity .
• No severance/change-in-control protections disclosed: Lack of formal employment protections may create retention/continuity risk at combination close, subject to any future arrangements with a target .

Investment Implications

• Alignment: Hermansson’s economic alignment is primarily via the sponsor’s founder economics (and any pecuniary interest therein), not cash pay; no pre-deal cash comp reduces agency risks but shifts incentives toward completing a transaction, which can diverge from public holder interests under high-redemption scenarios .
• Retention and governance: Absence of employment/severance terms implies potential retention risk at de‑SPAC unless compensated by the target, while insider voting control can expedite approvals but elevates governance risk for minority investors .
• Trading signals: No insider selling program is disclosed; Form 3 indicates only indirect sponsor-linked interests. Liquidity is constrained post-Nasdaq delisting; price/reference to trust value (~$12.25) suggests a ceiling absent a compelling deal catalyst .
• Key watch items: Any definitive agreement terms (deal quality, minimum cash), lock-up/vesting structures for sponsor/founders, CFIUS/regulatory path, efforts to re-list on a national exchange, and any emergence of executive employment packages at the combined company .

Sources: BYNO 10-Ks (FY2021–FY2024), DEF 14A proxies (2023–2025), 8-Ks, and SEC ownership filings as cited above.