Thomas Fairfield
About Thomas Fairfield
Thomas Fairfield serves as Chief Financial Officer, Chief Operating Officer, and Secretary of byNordic Acquisition Corporation (BYNO); he is 66 years old as of the company’s 2024 Form 10-K listing of directors and officers . His background spans restructuring leadership and operating roles, including COO of WMIH Corp. (now Mr. Cooper Group), multiple senior roles at Capmark Financial, and restructuring assignments via his firm Cambio Group LLC; he holds a J.D. and B.S.F.S. from Georgetown University and is admitted to multiple state bars . As a SPAC, BYNO discloses that no cash compensation is paid to officers prior to a business combination, and no termination benefits are in place, implying limited pay-for-performance structures until a de-SPAC occurs . The sponsor and insiders collectively hold significant voting power, which can influence outcomes (e.g., extension approvals), and Mr. Fairfield personally beneficially owns founder (Class B) shares, aligning him economically with completion of a business combination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WMIH Corp. (now Mr. Cooper Group Inc.) | Chief Operating Officer; Director | COO May 2015–Jul 2018; Director May 2015–Jun 2017 | Helped lead acquisition of Nationstar Mortgage; focused on identifying/consummating accretive acquisition . |
| Capmark Financial Group Inc. | EVP (Nov 2014–May 2015); COO; General Counsel; Secretary; Director | 2006–2015 (officer); Director 2011–2017 | Led Capmark through Chapter 11 (filed 2009, emerged 2011) and assisted acquisition of Bluestem Brands; served on subsidiaries’ boards . |
| Journey Group Acquisition Co., LLC | President & CEO; Board member | Oct 2018–Dec 2023 | Operated and governed a death care services company during restructuring/transition period . |
| Rhino Resource Partners LP | Chief Restructuring Officer | May 2020–Feb 2021 | Oversaw restructuring through plan of liquidation in Chapter 11 . |
| V3 Commodities Group Holdings, LLC | President & Chief Restructuring Officer | Apr 2024–Dec 2024 | Led specialty finance restructuring for retail energy services sector . |
| Cambio Group LLC | Founder/Owner (consulting) | Since Jul 2018 | Provided strategic business consulting; vehicle for multiple CRO/CEO mandates . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| M-3 Brigade Acquisition V Corp. (NASDAQ-listed SPAC) | Director | Since May 2025 | Public company directorship . |
| Forttech One LLC (energy technology) | Vice President | Since Apr 2025 | Operating role in energy tech . |
| Family Services Holdings, LLC | Board of Managers | Since Jun 2021 | Death care services company . |
| Casablanca Holdings GP LLC (Apple Leisure Group holding) | Board of Managers | May 2020–Dec 2020 | Hospitality/travel services . |
| Courtagen Life Sciences Inc. | Director; Audit Committee member | Apr 2015–Jul 2017 | Private company focused on genetic testing . |
| The Cash Store Financial Services Inc. | Director | Aug 2013–Apr 2014 | Retail loan products/services provider . |
Fixed Compensation
As a SPAC, BYNO reports no officer cash compensation prior to a business combination. The company pays the sponsor $10,000/month for administrative services until a business combination or liquidation.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $0 | $0 | $0 |
| Target Bonus % | — (no plan disclosed) | — (no plan disclosed) | — (no plan disclosed) |
| Actual Bonus Paid (USD) | $0 | $0 | $0 |
| Admin Fee to Sponsor (monthly) | $10,000 | $10,000 | $10,000 |
Notes:
- BYNO discloses that no compensation of any kind (including finder’s, advisory, or consulting fees) will be paid to officers/sponsor/affiliates prior to or in connection with consummating a business combination; only out-of-pocket expenses may be reimbursed .
Performance Compensation
No annual or long-term incentive plans (RSUs/PSUs/options) or performance metrics are disclosed for officers prior to a business combination. The compensation committee indicates it would only review compensation arrangements connected with a future business combination; no severance or termination benefits are in place .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed for officers prior to business combination | — | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership (as of proxy dates) shows Mr. Fairfield personally holds founder (Class B) shares; Class B automatically convert to Class A at the time of the initial business combination on a one-for-one basis per company descriptions of founder shares (no expiration date) .
- BYNO states sponsor/officers/directors and affiliates beneficially own about 72.5% of issued and outstanding shares and intend to vote for extension proposals, highlighting alignment with completing a business combination and potential control dynamics .
| Holding | Jul 17, 2024 | Jun 30, 2025 |
|---|---|---|
| Class A Common Stock (shares; % class) | —; — | —; — |
| Class B Common Stock (shares; % class) | 66,729; 1.2% of Class B | 66,729; 1.8% of Class B |
| Total Shares Outstanding (for % calc context) | 5,750,000 Class B; 4,526,272 Class A | 3,750,000 Class B; 3,947,796 Class A |
| Pledged/Hedged Shares | Not disclosed | Not disclosed |
| Ownership Guidelines | Not disclosed | Not disclosed |
Additional equity terms:
- Private shares held by sponsor/affiliates are subject to transfer restrictions until 30 days after a business combination .
- Founder (Class B) shares convert to Class A at the business combination per company securities description referenced in Section 16 filings .
Employment Terms
- Agreements/Severance/Change-of-Control: BYNO is not party to agreements that provide benefits upon termination of employment; no severance or golden parachute terms are disclosed for officers prior to a business combination .
- Compensation Timing: Officer compensation (if any) will be determined by the post-combination company; no limits are set in advance .
- Non-compete/Outside Roles: Officers agreed not to become officers/directors of another SPAC until a definitive agreement or deadline; however, BYNO carves out that Mr. Fairfield may join another SPAC that does not focus on northern Europe .
- Governance/Committee Oversight: Compensation committee (independent directors) oversees policies but, prior to de-SPAC, has limited role beyond potential future arrangements .
Related Party and Control Considerations
- Sponsor/Insider Interests: BYNO outlines substantial sponsor and insider financial interests, including private shares and loans; insiders intend to vote in favor of charter extension proposals and collectively hold ~72.5% of shares, reducing reliance on public votes .
- Extension Financing: Charter extension loans from sponsor/affiliates may be convertible into Class A at $10.00 per share upon completion of a business combination, aligning insider economics with consummation .
- Company Borrowings: Mr. Fairfield signs SEC filings and certain financing documents on behalf of BYNO (e.g., 8-K exhibit signature pages), reflecting operational responsibility; these are corporate obligations, not personal compensation .
Compensation Committee Analysis
- Composition: Fredrik Elmberg (Chair), Steven Wasserman, and Anna Yukiko Bickenbach serve on the compensation committee; all are independent under Nasdaq/SEC rules .
- Practice: Prior to any business combination, committee activity related to executive pay is limited; no officer compensation is paid, and no severance/change-in-control benefits exist .
Risk Indicators & Red Flags
- Concentrated Insider Control: Sponsor/officers/directors and affiliates beneficially own ~72.5% and intend to vote for extensions, potentially misaligning with public shareholders if economics diverge .
- Convertible Extension Loans: Insider-funded extension loans convertible at $10 could create dilution and incentivize completion over liquidation regardless of deal quality .
- Multi-role/Time Allocation: Mr. Fairfield’s external roles (e.g., other SPAC directorship/operating positions) and a carve-out permitting service at another SPAC present potential bandwidth and conflict considerations, though disclosed .
- No Clawback/Ownership Guidelines Disclosure: No explicit clawback policy or ownership guidelines disclosed for officers prior to a business combination .
Investment Implications
- Pay-for-performance alignment is deferred until de-SPAC: No cash or equity incentive plans are active pre-combination, so compensation will be set post-merger; investors should focus on the sponsor/insider economic incentives around closing a transaction .
- Insider alignment favors deal completion: Mr. Fairfield’s founder share ownership and the sponsor/insider voting bloc (and convertible extension loans) create strong incentives to consummate a business combination, which can be positive for momentum but raises diligence and dilution risks for public holders .
- Retention risk is moderate: Lack of employment agreements or severance suggests low contractual retention costs; however, Mr. Fairfield’s extensive restructuring background and external commitments indicate execution capability but potential attention fragmentation if multiple mandates run concurrently .
- Governance controls: An independent compensation committee exists but has limited scope until after a merger; investors should evaluate proposed post-merger compensation plans for alignment, performance metrics, vesting, and clawbacks at the de-SPAC stage .