Thomas D. Hennessy
About Thomas D. Hennessy
Thomas D. Hennessy is Chief Executive Officer and a director of Compass Digital Acquisition Corp. (CDAQF). He has served in these roles since August 2023 and is 40 years old . His background includes leadership across multiple SPACs and prior investing roles at ADIA and Equity International, with an MBA from the University of Chicago Booth and a B.A. from Georgetown University . As a pre-business-combination SPAC, CDAQF does not generate operating revenue; it reported a net loss of $3.55 million in 2024 and net income of $4.39 million in 2023 driven by interest income and changes in warrant fair value, so TSR, revenue, and EBITDA performance metrics are not disclosed or applicable pre-combination .
- Dual-role context: Hennessy serves concurrently as CEO and director, with his father Daniel J. Hennessy as Chairman; both Audit and Compensation Committees are composed solely of independent directors, mitigating—but not eliminating—potential independence concerns in board oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abu Dhabi Investment Authority (ADIA) | Portfolio Manager | Not disclosed | Institutional investing experience; M&A expertise cited as qualification for board service |
| Equity International (Sam Zell) | Investment Associate | Not disclosed | Global real estate/investment experience; M&A expertise cited |
| Credit Suisse (Investment Bank) | Investment Bank (early career) | Not disclosed | Investment banking training; M&A expertise cited |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hennessy Capital Investment Corp. VII | President, COO, and director | Since Jan 2025 | SPAC leadership; pipeline for business combination |
| Global Technology Acquisition Corp. I | Chairman and CEO (prior) | Not disclosed | SPAC leadership experience |
| TortoiseEcofin Acquisition Corp III | Director (prior) | Not disclosed | SPAC board service |
| two (NYSE: TWOA) | Chairman & CEO (prior) | Closed Mar 2024 | Completed combination with LatAm Logistic Properties S.A. (NYSE: LPA) |
| Jaguar Global Growth Corporation I | Director (prior) | Closed Oct 2023 | Completed combination with Captivision Inc. (Nasdaq: CAPT) |
| 7GC & Co. Holdings | Director (prior) | Closed Dec 2023 | Completed combination with Banzai International Inc. (Nasdaq: BNZI) |
| PropTech Acquisition Corporation / Porch Group Inc. (Nasdaq: PRCH) | Chairman, Co-CEO & President of combination; later independent director | 2020 (combination) | Led combination and served as independent director post-close |
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Base Salary | None prior to initial Business Combination | Officers (including CEO) not paid cash compensation pre-combination |
| Target Bonus % | None prior to initial Business Combination | No bonus program disclosed pre-combination |
| Actual Bonus Paid | None prior to initial Business Combination | CFO received $20,500 (2024) and $22,000 (2023); CEO not paid |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable prior to initial Business Combination | — | — | — | — | — |
- Clawback policy adopted December 7, 2023 (effective October 2, 2023) per SEC Rule 10D-1/Nasdaq 5608; mandatory recovery of erroneously awarded incentive compensation within a three-year lookback in event of an accounting restatement, regardless of misconduct .
Equity Ownership & Alignment
| Security Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Ordinary Shares | 2,260,941 | 39.79% | Listed as beneficially owned by Thomas D. Hennessy; footnote states he and Daniel J. Hennessy are sole members of HCG Opportunity MM (sole member of Sponsor) and each disclaims beneficial ownership other than pecuniary interest |
| Class B Ordinary Shares | 832,095 | 39.43% | Same footnote disclaimer applies |
| Private Placement Warrants | Not exercisable within 60 days of proxy date | — | Near-term selling pressure from warrants constrained |
| Shares Outstanding | 5,681,485 Class A; 2,110,122 Class B | — | Post sponsor handover/conversions; Sponsor holds ~39.70% of total outstanding |
- Founder Share lock-up: Restricted until the earlier of (i) one year after completion of the Business Combination or (ii) release if Class A trades ≥$12.00 for any 20 trading days within any 30-day period starting at least 150 days post-combination; also released upon liquidation/merger allowing exchange for cash/securities .
- Pledging/Hedging: Not disclosed; Insider Trading Policy adopted October 14, 2021 governs executive trading .
Employment Terms
| Term | Details |
|---|---|
| Employment start date | CEO and director since August 2023 |
| Contract term/expiration | Not disclosed |
| Auto-renewal | Not disclosed |
| Severance provisions | Not disclosed prior to Business Combination |
| Change-of-control | Not disclosed prior to Business Combination |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Post-termination consulting | Not disclosed |
| Clawback | SEC Rule 10D-1/Nasdaq-compliant policy adopted Dec 7, 2023; effective Oct 2, 2023; mandatory recovery for restatements, 3-year lookback |
Board Governance
| Item | Details |
|---|---|
| Board service | CEO and Director; father Daniel J. Hennessy is Chairman |
| Board class/tenure structure | Board divided into three classes; Hennessy’s term (second class) expires at second annual general meeting |
| Director appointment rights pre-combination | Only Class B holders appoint directors until initial Business Combination; public shareholders do not vote on directors in that period |
| Audit Committee | Members: Anna Brunelle (Chair), Matt Schindel, Kirk Hovde; all independent |
| Compensation Committee | Members: Matt Schindel (Chair), M. Joseph Beck; all independent |
| Nominating & Governance Committee | Members: Kirk Hovde (Chair), M. Joseph Beck |
| Meeting attendance rate | Not disclosed |
| Lead Independent Director | Not disclosed |
| Executive sessions | Not disclosed |
- Dual-role implications: CEO-director with immediate family relationship to Chairman (father) can pose independence/perceived influence concerns; committee independence and charters partially mitigate oversight risks .
Director Compensation
| Component | Terms |
|---|---|
| Annual cash retainer | None prior to initial Business Combination |
| Committee membership/Chair fees | Not paid prior to initial Business Combination |
| Meeting fees | Not paid prior to initial Business Combination |
| Equity compensation | Not paid prior to initial Business Combination |
| Ownership guidelines | Not disclosed |
Performance & Track Record
| Year / Milestone | Outcome |
|---|---|
| 2020 | Led PropTech Acquisition Corporation’s combination with Porch Group Inc.; later served as independent director |
| Oct 2023 | Jaguar Global Growth Corporation I closed combination with Captivision Inc. (Nasdaq: CAPT) |
| Dec 2023 | 7GC & Co. Holdings closed combination with Banzai International Inc. (Nasdaq: BNZI) |
| Mar 2024 | two (NYSE: TWOA) closed combination with LatAm Logistic Properties S.A. (NYSE: LPA) |
| Jan 2025 | Began role as President, COO, and director of Hennessy Capital Investment Corp. VII |
| CDAQF financial profile | Net loss of $3,545,486 in 2024; net income of $4,386,322 in 2023, reflecting SPAC-stage interest income/warrant fair value changes and operating/admin costs |
Related Party Transactions
| Item | Dollar Amount | Period / Terms |
|---|---|---|
| Administrative Services Agreement (Sponsor) | Up to $10,000 per month | Office space/utilities/admin support; assigned to current Sponsor Aug 31, 2023; ceases at Business Combination/liquidation |
| Amounts outstanding under Admin Services Agreement | $160,000 (2024); $40,000 (2023) | Outstanding balances at year-end |
| Expenses incurred under Admin Services Agreement | $120,000 (2024); $120,000 (2023) | Expense incurred each year |
Risk Indicators & Red Flags
- Family relationships on the board: Chairman is the CEO’s father; cousin on board; increases related-party and independence risk perception .
- Sponsor/insider control: Sponsor and related parties hold large percentages; lock-ups exist but potential post-combination supply overhang; founder shares release at $12 condition after 150 days could accelerate selling pressure .
- Compensation opacity pre-combination: No CEO cash pay pre-combination; post-combination pay to be determined by the combined company’s board/comp committee, introducing uncertainty on alignment .
- Legal proceedings/SEC investigations: None disclosed for Hennessy or directors .
- Insider trading/clawback frameworks: Policies adopted; mitigates misconduct risk, but effectiveness depends on enforcement .
Compensation Committee Analysis
- Composition: Independent directors (Chair: Matt Schindel; Member: M. Joseph Beck) .
- Charter: Reviews CEO goals and compensation (if any), oversees officer compensation, administers equity plans, can retain independent compensation advisors, and produces compensation report for proxy disclosures; likely limited pre-combination given no officer compensation .
- Consultant conflicts: Independence of advisors considered per Nasdaq/SEC rules .
Equity Overhang & Vesting Mechanics
| Condition | Term |
|---|---|
| Founder Share lock-up release | Earlier of one year post-Business Combination or ≥$12 for 20 of 30 trading days after 150 days; also released upon liquidation/merger enabling exchange |
| Private Placement Warrants | Not exercisable within 60 days of the proxy statement date |
Employment & Contracts (Change-of-Control Economics)
- Severance, change-of-control multiples, tax gross-ups, deferred compensation, pensions/SERP, perquisites: Not disclosed prior to an initial Business Combination .
- Post-combination compensation: To be determined and disclosed in business combination proxy/tender materials; amount unlikely known at business combination vote .
Investment Implications
- Alignment and control: Hennessy’s involvement in sponsor entities and large reported beneficial stakes, with lock-up mechanics, suggest strong alignment to deal completion but potential post-close supply overhang once release conditions are met .
- Governance risk: Dual-role CEO-director with family ties to the Chairman elevates independence concerns; mitigated by independent Audit and Compensation Committees but still noteworthy for investors assessing governance quality .
- Compensation risk: Absence of pre-combination pay and lack of disclosed post-combination terms create uncertainty on future pay-for-performance alignment; monitor combined company disclosures for performance metrics, severance/change-of-control terms, and ownership guidelines .
- Execution track record: Multiple SPAC combinations closed in 2020–2024 across technology, logistics, and media display sectors indicate deal execution capability, a positive for consummating CDAQF’s combination; diligence should assess target quality and post-close performance rather than SPAC-stage financials .
- Liquidity and operations: SPAC financials show typical non-operating income and operating/admin costs; watch redemption dynamics, warrant dilution, and founder share unlocks around and after the EEW Business Combination timeline for trading implications .