Daniel J. Hennessy
About Daniel J. Hennessy
Daniel J. Hennessy (age 67) is Chairman of the Board at Compass Digital Acquisition Corp. (CDAQF) since August 2023; he is a seasoned SPAC sponsor and private equity investor with a BA from Boston College and an MBA from the University of Michigan Ross School of Business . He is not listed among the company’s independent directors, and he and Thomas D. Hennessy are the sole members of HCG Opportunity MM, the managing member of CDAQF’s Sponsor, indicating affiliation with the Sponsor rather than independence .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hennessy Capital Investment Corp VI (HCVI) | Chairman & CEO | Since Sep 2021 | Nasdaq-listed SPAC |
| Hennessy Capital Investment Corp V (HCIC) | Chairman & CEO | Oct 2020 – Dec 2022 | SPAC; tenure ended Dec 2022 |
| Hennessy Capital Acquisition Corp IV | Chairman & CEO | Mar 2019 – Dec 21, 2020 | Business Combination with Canoo Inc. (GOEV) |
| Hennessy Capital Acquisition Corp III | Chairman & CEO; Director | Jan 2017 – Oct 2018; Director to Oct 2019 | Merged with NRC Group (now part of Republic Services) |
| Hennessy Capital Acquisition Corp II | Chairman & CEO; Vice Chairman | Apr 2015 – Feb 2017; Vice Chair Feb 2017 – Jun 2021 | Merger with Daseke, Inc. (DSKE) |
| Hennessy Capital Acquisition Corp I | Chairman & CEO; Director | Sep 2013 – Feb 2015; Director to Apr 2019 | Merger with Blue Bird Corp. (BLBD) |
| Code Hennessy & Simmons LLC | Partner (co-founder) | 1988 – 2015 | Middle-market PE firm |
| Citicorp | VP/Team Leader; Head Midwest Mezzanine | 1984 – 1988 | Leveraged capital/mezzanine roles |
| Continental Illinois National Bank | Banking Officer | 1981 | Oil & gas lending group |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SIRVA Worldwide Relocation & Moving | Director | Aug 2018 – Aug 2022 | Board service |
| PropTech Investment Corporation II (PTIC) | Senior Advisor | Since 2021 (closed Nov 2022) | Real estate tech SPAC; closed with RW National Holdings (SFR) Nov 2022 |
| 7GC & Co. Holdings Inc. (VII) | Senior Advisor | Since 2021 | Tech-focused SPAC |
| Jaguar Global Growth Corporation I (JGGC) | Senior Advisor | Since 2022 | International real estate tech SPAC |
| PropTech Acquisition Corporation (PTAC) | Senior Advisor | Pre-Dec 2020 | Closed with Porch Group Dec 2020 |
Board Governance
- Board size and classes: Six directors, three staggered classes; Daniel J. Hennessy serves as Chairman; only Class B holders appoint directors prior to the initial Business Combination .
- Independence: Independent directors are Joseph Beck, Anna Brunelle, Kirk Hovde, and Matt Schindel; Daniel J. Hennessy is not listed as independent .
- Committee memberships and chairs:
- Audit Committee: Anna Brunelle (Chair), Matt Schindel, Kirk Hovde .
- Compensation Committee: Matt Schindel (Chair), M. Joseph Beck .
- Nominating & Corporate Governance Committee: Kirk Hovde (Chair), M. Joseph Beck .
- Independent director sessions: Independent directors hold regularly scheduled meetings without management present .
- Family relationships: Daniel is the father of CEO Thomas D. Hennessy and uncle of director Kirk Hovde (governance conflict consideration) .
Fixed Compensation
| Item | Amount/Status | Source |
|---|---|---|
| Director cash compensation (retainer/fees) | None prior to Business Combination | “No compensation of any kind…to…directors” prior to closing; CFO received $20,500 in 2024 (context) |
| Committee chair/membership fees | None prior to Business Combination | Same as above |
| Meeting fees | None prior to Business Combination | Same as above |
| Administrative Services Agreement (company-level) | Up to $10,000/month paid to Sponsor for office/admin services | Company expense to Sponsor, not director pay |
Performance Compensation
| Item | Amount/Status | Source |
|---|---|---|
| Equity grants to directors (RSUs/PSUs/options) | None disclosed prior to Business Combination | No director compensation prior to closing |
| Performance metrics tied to director pay | Not applicable | No director pay prior to closing |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Notes |
|---|---|---|
| HCVI, HCIC, Hennessy I–IV | Chair/CEO/Director | Extensive SPAC network; potential information flow across sponsor ecosystem |
| SIRVA Worldwide | Director | External corporate board |
| PTIC, VII, JGGC, PTAC | Senior Advisor | Advisory roles to other SPACs in related deal networks |
Expertise & Qualifications
- SPAC sponsorship and deal execution across six Hennessy vehicles and multiple successful combinations (Blue Bird, Daseke, NRC/Republic, Canoo) .
- Private equity and leveraged finance background (Code Hennessy & Simmons; Citicorp) .
- Education: BA (Boston College), MBA (Michigan Ross) .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Total % of Ordinary Shares | Notes |
|---|---|---|---|---|---|---|
| Daniel J. Hennessy (via HCG Opportunity MM/Sponsor) | 2,260,941 | 39.79% | 832,095 | 39.43% | 39.70% | Sole member of HCG MM with Thomas D. Hennessy; both disclaim beneficial ownership except pecuniary interests |
| Founder Shares conversions (context) | 3,200,000 (Class A issued from Class B) | — | — | — | — | Founder shares converted in 2023/2024; subject to lock-up and $12 release condition |
| Lock-up terms (context) | — | — | — | — | — | Founder/EEW lock-ups; permitted pledges allowed if no foreclosure during lock-up |
Equity Ownership & Alignment
- Beneficial ownership concentration: Sponsors, officers and directors collectively own ~68.15% of Ordinary Shares and can approve proposals without other shareholder support, underscoring control and alignment risk for public holders .
- Skin-in-the-game: Significant sponsor/founder holdings and lock-ups; however, sponsor economics (low-cost founder shares) can create misalignment if post-combination share performance is weak .
Potential Conflicts or Related-Party Exposure
- Sponsor control: HCG Opportunity MM (sole members Thomas & Daniel Hennessy) controls the Sponsor holding substantial Class A and Class B shares; Daniel is Chairman, indicating material affiliation (not independent) .
- Family ties: Father-son (Daniel–Thomas) and uncle–nephew (Daniel–Kirk) relationships on the board increase the risk of related-party influence .
- Sponsor financing/fees:
- Administrative Services Agreement: Up to $10,000/month paid to Sponsor for office/admin services .
- 2021 Promissory Note to GCG (affiliate of prior sponsor): $125,000 outstanding as of Dec 31, 2024 .
- 2024 Promissory Note to Sponsor: Up to $2.5M; $1,115,000 outstanding as of Dec 31, 2024 (convertible to warrants up to $1,375,000) .
- Polar Capital Investment: $1,250,000 drawn; repayment contingent on business combination (or limited recourse) .
- Sponsor Handover & founder share transfers: Prior Sponsor transferred founder shares and private warrants to current Sponsor in Aug 2023 .
Independence, Attendance, and Engagement
- Independence: Daniel is not designated independent; independent directors are Beck, Brunelle, Hovde, Schindel .
- Attendance: Specific meeting attendance rates for directors are not disclosed in the 10-K/proxy materials.
- Engagement: Independent directors conduct executive sessions without management .
Governance Assessment
- Committee roles and expertise are concentrated among independent directors (Audit chaired by a financial expert), but Daniel (Chairman) holds no committee posts and is affiliated with the Sponsor, reducing independent oversight at the chair level .
- Control risk: Sponsor/insider voting power (~68.15%) can carry corporate actions without broad public support; extensions and redemption amendments can proceed irrespective of public holder votes, pressuring investor confidence .
- Conflicts/red flags: Family relationships on the board ; Sponsor economic incentives (founder shares, financing notes, admin fees) ; Nasdaq delisting and OTC Pink quotation add market/liquidity risk ; heavy redemptions diminish trust account cash, raising financing execution risk .
- Mitigants: Independent committees with clear charters and executive sessions; audit committee chaired by an “financial expert” (Brunelle) .
Overall, Daniel J. Hennessy brings deep SPAC and PE expertise but is not independent and is closely tied to the Sponsor and management through family and economic relationships, which represent meaningful governance conflicts; public investors should monitor related-party transactions, insider voting control in extension/redemption decisions, and post-combination lock-up/earnout structures for alignment signals .