Heather Chastain
About Heather Chastain
Heather Chastain is an independent director of Direct Selling Acquisition Corp. (DSAQ) and a member of the Audit Committee since November 3, 2023; the Board determined she meets NYSE and SEC independence standards . She is founder and CEO of Bridgehead Collective, with 20+ years of direct selling leadership across sales, marketing, manufacturing, and operations; she holds a BBA from the University of Texas . She has served on DSAQ’s Board since at least FY 2021 (disclosed as a director in the 2021 10-K) and is in the first director class alongside Travis Ogden, with the term expiring at the first annual stockholder meeting per the classified board structure .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Bridgehead Collective | Founder & CEO | Not disclosed | Advises direct selling companies; cross-functional expertise |
| Shaklee Corporation | Chief Strategy Officer; President, U.S. & Canada | Not disclosed | Senior leadership in a public direct seller; strategy and operations |
| Arbonne International, Inc. | SVP & Chief Sales Officer | Not disclosed | Sales leadership in direct selling |
| Celebrating Home | President | Not disclosed | General management leadership |
| BeautiControl, Inc. | VP of Operations | Not disclosed | Operations leadership |
External Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Direct Selling Association (DSA) | Director; Chairwoman, Ethics Committee | Not disclosed | Ethics oversight in industry association |
Board Governance
- Committee memberships: Audit Committee member (appointed Nov 3, 2023) .
- Independence: Board determined she is an “independent director” per NYSE/SEC rules .
- Board structure: Classified board; Chastain is in the first class (with Travis Ogden); term expires at the first annual meeting; prior to the business combination, founder share holders can fill/remove directors .
- Attendance and executive sessions: Not disclosed in available filings.
- Context and governance dynamics: On Nov 3, 2023, two directors resigned (one to maintain majority independence), and Chastain was appointed to the Audit Committee, indicating responsiveness to listing governance requirements .
- Control environment: Sponsor held 50.7% (Mar 2024) and 67.9% (Mar 2025) of common stock; officers/directors intended to vote with Sponsor on extensions and waived redemption rights; public holder votes minimally required or not required depending on proposal—this concentration presents governance control considerations in a SPAC extension context .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | No cash compensation paid to directors prior to completion of the initial business combination . |
| Committee/meeting fees | $0 | None prior to business combination . |
| Equity grants (RSU/Options) | $0 | None prior to business combination . |
| Expense reimbursement | Actuals reimbursed | Out-of-pocket expenses reimbursed; Audit Committee reviews quarterly . |
| Administrative services (Sponsor) | $10,000/month (company to Sponsor) | Office space/admin support paid to Sponsor, not to directors; ceases upon business combination or liquidation . |
After the business combination, directors who remain may be paid consulting/management fees, to be fully disclosed at that time; amounts not yet determined .
Performance Compensation
- None disclosed for non-employee directors prior to the initial business combination; no performance metrics, PSUs, or options tied to director pay at this stage .
Other Directorships & Interlocks
| Person | Overlap/Interlock | Governance Signal |
|---|---|---|
| Bradford Richardson (DSAQ director) | Former President of Shaklee International; Heather held senior roles at Shaklee | Industry network interlock within board; potential information flow advantages; not a current external public company interlock . |
- Current public company boards for Chastain: None disclosed in DSAQ filings .
- Private/non-profit boards: Direct Selling Association (Ethics Committee Chair) .
Expertise & Qualifications
- Direct selling sector expertise across sales, marketing, manufacturing, operations; collaborative leadership style .
- Senior operating roles (CSO, President U.S./Canada, SVP/CSO, President, VP Ops) at established direct sellers .
- Ethics committee chair experience at DSA; BBA (University of Texas) .
Equity Ownership
| Metric | 2023-03-02 | 2024-03-04 | 2025-03-11 |
|---|---|---|---|
| Class A shares beneficially owned | 0 | 0 (officers/directors do not own; excludes indirect via Sponsor membership interests) | 0 (officers/directors do not own; Sponsor held ~67.9%) |
| Class B shares beneficially owned | 0 | 0 | 0 (Class B largely converted to A on Mar 29, 2024) |
| % of outstanding common stock | 0% | 0% | 0% |
- Vested/unvested breakdown; options; pledging/hedging: Not disclosed.
- Indirect economic interests: Filings state certain officers/directors may have membership interests in the Sponsor; specific individuals not identified—any indirect interest would be through Sponsor economics rather than personal share ownership .
Governance Assessment
-
Strengths
- Independent director with Audit Committee service; relevant operational expertise in DSAQ’s target sector .
- Ethics committee leadership at DSA suggests governance orientation .
-
Risks and Red Flags
- Sponsor control: Sponsor and aligned parties held majority voting power (50.7% in 2024; 67.9% in 2025), and directors intended to vote in favor of extensions while waiving redemption rights—public stockholder influence limited during extensions; potential misalignment of incentives typical of SPAC structures .
- Potential related-party exposure via Sponsor economics: Filings disclose certain officers/directors are members of Sponsor and that Sponsor economics could profit post-combination even if public shares decline; individuals not specified—monitor for any disclosed membership or payments post-combination .
- No disclosed personal share ownership by Chastain—low “skin-in-the-game” at the SPAC stage (typical), but alignment depends on any indirect Sponsor interest not individually disclosed .
- Administrative fees to Sponsor ($10,000/month) and reimbursement of director expenses are related-party payments; Audit Committee oversight noted, but ensure robust review .
-
Implications for investors
- Board effectiveness: Audit Committee presence and domain expertise are positives; however, SPAC sponsor control during charter extensions and business combination process can introduce conflicts and reduce public holder leverage .
- Signal monitoring: Watch for any future disclosure of Chastain’s direct or indirect Sponsor interests, post-combination director/consulting fees, and any related-party transactions requiring Audit Committee approval .
No director attendance rates, meeting fees, or director equity awards are disclosed prior to the business combination; no insider Form 4 transactions by Chastain are disclosed in the company documents reviewed; beneficial ownership listings show no personal holdings .