Bradford Richardson
About Bradford Richardson
Bradford Richardson is an independent director of Direct Selling Acquisition Corp. (DSAQ). He is the former President of Shaklee International (2008–2015), later serving on Shaklee’s board and as a strategic advisor (2015–2018). He holds an MBA in Finance from The Wharton School and has led global roles at USANA (EVP–APAC), Dell, Lexmark, and Taiwan’s Far Eastern Group . He was designated for DSAQ board committees at IPO, evidencing board service since the 2021 registration filings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shaklee International | President | 2008–2015 | Grew global markets’ revenue to >$800M |
| Shaklee (company board) | Director; Strategic Advisor | 2015–2018 | Continued governance/strategic input |
| USANA Health Sciences | EVP – APAC | 1997–2008 | Scaled APAC to $169.2M annually; >40% of total revenue at departure |
| Dell; Lexmark; Far Eastern Group | Global business roles | Not disclosed | Multinational operating experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Shaklee | Director | Private | Board membership post-operator role |
| USANA | EVP – APAC | Public | Senior executive; no directorship disclosed |
| Dell; Lexmark; Far Eastern Group | Various roles | Public/Private | Global operating experience; not board roles |
Board Governance
- Independence and financial expertise: DSAQ’s audit committee comprises solely independent directors; Richardson is independent of the sponsor/underwriters and qualified as an “audit committee financial expert” under SEC rules .
- Committee assignments:
- Audit Committee: Member; Chair at IPO effectiveness .
- Compensation Committee: Member (with John Addison and Travis Ogden; Ogden chairs) .
- Nominating & Corporate Governance: Not listed as a member; initial members were Ogden and Addison .
- Attendance: No director meeting attendance rates disclosed in available filings; bylaws outline meeting procedures but do not report attendance metrics .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | SPAC policy: “no compensation of any kind… will be paid to any of our… directors… prior to… consummation of an initial business combination” . |
| Committee fees | $0 | Same pre-combination policy; reimbursement of reasonable expenses permitted per bylaws . |
| Meeting fees | $0 | Same pre-combination policy . |
Performance Compensation
| Component | Grant Date | Instrument | Terms | Performance Metrics |
|---|---|---|---|---|
| None pre-business combination | N/A | N/A | DSAQ pays no equity/bonus to directors pre-de-SPAC | N/A |
No RSUs/PSUs/options or bonus metrics for directors are disclosed or paid prior to the business combination .
Other Directorships & Interlocks
- Public company boards: None disclosed for Richardson in DSAQ filings (USANA role was executive, not a director) .
- Private/non-profit boards: Shaklee board service (private) .
- Interlocks: No disclosed interlocks with DSAQ counterparties; note sponsor (DSAC Partners LLC) structure and foreign control considerations may affect transaction reviews (CFIUS), but specific personal interlocks for Richardson are not disclosed .
Expertise & Qualifications
- Domain: 20+ years scaling direct-selling businesses globally (Shaklee; USANA) .
- Financial: MBA in Finance (Wharton); designated audit committee financial expert .
- International operations: APAC scaling to $169.2M at USANA; multinational roles at Dell/Lexmark/Far Eastern Group .
Equity Ownership
| Holder | Shares | Security | Notes |
|---|---|---|---|
| DSAC Partners LLC (Sponsor) | 5,750,000 | Common Stock | Sponsor converted 5,749,000 Class B to Class A in Mar-2024; sponsor owns 5,750,000 total Common Stock . |
| Sponsor | 11,700,000 | Private Placement Warrants | Purchased at IPO; exercisable on cashless basis; non-redeemable by company while held by sponsor . |
| Directors/officers (including Richardson) | 0 (direct) | Common Stock | “Do not own any Common Stock (excluding securities indirectly owned… via membership interest in the Sponsor)” . |
Individual beneficial interests in Sponsor (if any) are not itemized; filings state “certain” officers/directors are members with pecuniary interests but do not quantify per-person holdings .
Governance Assessment
- Strengths
- Independent director with deep sector expertise; audit committee financial expert designation supports board oversight of reporting/internal controls .
- No direct equity holdings; reduces personal alignment conflicts vs. public shareholders, though indirect sponsor interests may exist .
- Risks/RED FLAGS
- Sponsor holds majority voting power (67.9%), enabling approvals without public holders; directors intend to vote with sponsor on extension matters—potential misalignment with minority investors .
- Sponsor’s foreign-control status introduces CFIUS/regulatory risk and potential delays or conditions on deals .
- Trading venue risk (NYSE delisting; OTCQX continuation requirements and possible Expert Market demotion) undermines investor liquidity and market efficiency .
- SPAC structural incentives: sponsor/affiliates invested in founder shares/warrants; filings acknowledge potential for substantial profit post-combination—even with lower public share prices—creating inherent conflict risks (not director-specific but applicable to members with sponsor interests) .
Board Governance (Contextual SPAC Disclosures)
- Compensation Committee scope: Reviews CEO goals/remuneration and director pay frameworks; but pre-combination DSAQ pays no compensation to directors; committee primarily becomes active upon de-SPAC .
- Audit Committee: Richardson serves and was initial chair; committee is fully independent; he is deemed financially literate and a financial expert .
- Meeting mechanics: Bylaws provide for regular/special meetings and allow reimbursement of expenses; attendance rates not disclosed .
Related-Party & Conflicts
- Sponsor reimbursements/fees: Office/admin fee to sponsor ($10,000/month historically); sponsor loans for trust extensions (promissory notes convertible into warrants upon business combination); underscores sponsor–company financial ties .
- Director/sponsor interests: Filings state “certain” directors have membership interests in the Sponsor with pecuniary interests; amounts are not detailed—potential conflict if transaction economics favor sponsor securities .
Say-on-Pay & Shareholder Feedback
- Say-on-pay votes: Not applicable/pre-combination; no director/executive compensation program in place to submit to shareholders .
- Extension votes: Board and sponsor recommend and vote “FOR” extensions, with redemption mechanics preserving public investor exit rights at trust value .
Compensation Committee Analysis
- Composition: John Addison, Bradford Richardson, Travis Ogden (Chair) .
- Consultants: Committee may retain independent advisors, subject to independence checks (NYSE/SEC) .
- Pre-combination posture: No director/executive pay decisions until de-SPAC closes; committee framework becomes relevant post-close .
Employment & Contracts (Director)
- No employment agreements or severance arrangements disclosed for Richardson; SPAC filings note no employment/termination benefits for officers/directors pre-combination (committee charter and S-1 governance language).
Performance & Track Record (Context)
- SPAC status/transitions: NYSE delisting; move to OTCQX; ongoing extensions to pursue business combination; redemption option at trust value for public holders .
- Sponsor loans and trust funding mechanics for extensions disclosed and executed per votes .
Equity Ownership Alignment
| Metric | Value | Context |
|---|---|---|
| Trust per-share redemption (Mar 10, 2025) | ~$12.08 | Illustrative per-share redemption price for Class A redemptions during extension vote . |
| Sponsor voting power (Record Date Feb 27, 2025) | ~67.9% | Enables passage of proposals without public holder votes . |
Public holders retain right to redeem at trust value in extension and de-SPAC votes .
Final Implications for Investors
- Richardson’s independence, audit chair experience, and Wharton finance credentials support board effectiveness in oversight. However, sponsor control and potential sponsor-member pecuniary interests present structural conflicts typical of SPACs; investors should weigh redemption protections against dilution and alignment risks post-combination .