Manuel C. Menendez III
About Manuel C. Menendez III
Independent director of Healthcare AI Acquisition Corp. (HAIA) since December 28, 2023; age 57 as disclosed at appointment. Nearly 40 years in international business across China, APAC, U.S., Europe, and Latin America; Founder/CEO/Director of MCM Group Holdings Ltd. since July 2015; previously CEO of Great Eastern Development, leading the first U.S.–China equity JV for a Fortune 100 company in 1980; pro bono advisor to UN WHO and UNEP. HAIA’s board classifies him as an independent director under Nasdaq/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MCM Group Holdings Ltd. | Founder, CEO, Director | Since Jul 2015 | International business development; cross-border investments focus |
| Great Eastern Development (GED) | Chief Executive Officer | Historical; led 1980 JV | Led first U.S.–China equity JV for a Fortune 100 company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Health Organization (UN) | Pro bono advisor | Not disclosed | Humanitarian/sustainable practices advisory |
| United Nations Environment Programme (UNEP) | Pro bono advisor | Not disclosed | Humanitarian/sustainable practices advisory |
Board Governance
- Independence: The board has deemed Menendez independent; HAIA’s audit, compensation, and corporate governance/nomination functions are handled by independent directors.
- Committee assignments and roles:
- Audit Committee: Member (Chair: Nat Y. Chan; Chan designated audit committee financial expert).
- Compensation Committee: Member and Chair.
- Director nominations: As of the latest 10-K, HAIA has no standing nominating committee; a majority of independent directors handle nominations.
- Classified board: Directors are divided into three classes with staggered three-year terms per Articles.
- Policies and controls: Code of Ethics in place; Clawback Policy adopted under Exchange Act Section 10D.
- Executive sessions: Independent directors have regularly scheduled meetings where only independent directors are present.
- Structural context: Initial shareholders (sponsor and initial investors) control ~95% of voting power as of Sept. 17, 2025, indicating potential entrenchment risk not specific to Menendez.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | “None of our executive officers or directors have received any cash compensation for services rendered to us.” |
| Committee fees | $0 | No committee cash fees disclosed. |
| Meeting fees | $0 | Not paid; only expense reimbursements. |
| Admin/office support | $10,000/month reimbursed to former sponsor (ceased post-handover) | Accrued $177,095 before sponsor handover; former sponsor waived; new sponsor will not charge admin fee. |
Performance Compensation
| Metric/Instrument | Grant/Terms | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | No director equity awards disclosed prior to business combination. |
| Options | None disclosed | No option grants disclosed. |
| Bonus/Performance cash | None | SPAC structure—no cash comp to directors/officers prior to business combination. |
| Clawback provisions | Board-adopted Clawback Policy | Designed to comply with Exchange Act Section 10D. |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Menendez.
- Private/company roles: CEO/Director, MCM Group Holdings Ltd.
- Interlocks: HAIA notes no compensation committee interlocks with Menendez in the past year.
Expertise & Qualifications
- International business and cross-border investment expertise (China/APAC/US/EU/LatAm).
- Not designated as audit committee financial expert (that role is assigned to Nat Y. Chan).
Equity Ownership
| Holder | As of 12/28/2023 | As of 9/17/2025 |
|---|---|---|
| Manuel C. Menendez III | 0 shares beneficially owned (Form 3) | “Less than 1%” beneficial ownership (exact shares not disclosed in table) |
| Pledging/Hedging | Not disclosed | Not disclosed |
Governance Assessment
- Strengths:
- Independent director serving on Audit and as Compensation Chair; independent oversight of executive pay policies (when applicable post-business combination) and related-party reviews.
- International dealmaking experience aligns with HAIA’s cross-border transaction profile.
- Clawback Policy and Code of Ethics in place.
- Watch items / potential red flags:
- Ownership alignment appears limited: Form 3 reported no beneficial ownership at appointment; later beneficial ownership disclosed only as “<1%,” with no detail—limited “skin in the game.”
- Structural control by initial shareholders (~95% voting power as of Sept. 17, 2025) reduces minority investor influence; not specific to Menendez but a governance context risk.
- No standing nominating committee as of latest 10-K; nominations handled by independent directors, which can be effective but concentrates process.
- Attendance metrics not disclosed; no data on engagement frequency by director.
Related-party exposure: HAIA discloses audit committee review of related-party transactions and lists Menendez’s outside affiliation (MCM Group Holdings); no related-party transactions involving Menendez are disclosed.
Compensation outlook: As a SPAC, HAIA pays no director cash or equity compensation pre-business combination; post-close arrangements, if any, will be disclosed with the transaction.