Brian Shimko
About Brian Shimko
Independent director of HYAC since 2023; age 39. Background spans 15+ years in investing, due diligence, financial modeling, and deal structuring; currently General Partner at Maywic Select Investments (since 2017) and principal of Comm Investments (since 2016). MBA from University of Michigan and BA from Fordham University. HYAC’s board determined he is an “audit committee financial expert”; he currently chairs the Audit Committee and serves on the Compensation and Nominating & Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maywic Select Investments | General Partner | 2017–present | Investment leadership across public/private/VC deals |
| Comm Investments | Principal (founder) | 2016–present | Diversified investment firm oversight |
| Haymaker Acquisition Corp. III | Senior Vice President | 2021–2022 | SPAC transaction experience |
| EY (Ernst & Young) | Manager, M&A | 2016–2017 | Due diligence and structuring |
| General Electric (NYSE: GE) | Financial analysis roles | 2007–2016 | Corporate finance and analytics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hungry Harvest Inc. | Director | 2024–present | Privately held food distribution company |
| Fortis Security Products, LLC | Director | 2018–present | Privately held banking infrastructure company |
| Lake Ridge Academy | Director | 2017–present | Private school board |
| The Sill | Director | 2023–2024 | Private company; prior board service |
Board Governance
| Attribute | Details |
|---|---|
| Board classification | HYAC board is divided into three classes; Shimko is a Class I director up for appointment at the 2025 Annual Meeting for a term expiring 2028. |
| Independence | Board determined Shimko is independent under NYSE and SEC rules. |
| Audit Committee | Members: Meltzer, McLallen, Shimko; Shimko serves as chair; he is designated an “audit committee financial expert”. |
| Compensation Committee | Members: Meltzer, McLallen, Shimko; Chair: McLallen; charter permits use of independent compensation consultants with independence evaluation. |
| Nominating & Corporate Governance Committee | Members: Meltzer, McLallen, Shimko; Chair: Meltzer; oversees director nominations, governance guidelines, and annual board self-evaluation. |
| Charter scope – Audit | Oversees financial reporting integrity, auditor independence/appointment, pre-approves audit/non-audit services, and reviews related-party transactions (Item 404) before entry. |
| Charter scope – Compensation | Reviews CEO goals/pay, broader officer compensation plans, administers equity plans, and director remuneration recommendations; may retain independent advisors. |
| Charter scope – Nominating | Director identification/nomination, governance guidelines, board/committee self-evaluation, retention of search firms. |
Note: HYAC’s FY 2024 10-K listed McLallen as Audit Committee chair; the 2025 proxy/preliminary proxy designate Shimko as current Audit Committee chair, indicating a chair transition in 2025.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $0 | “None of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services.” |
| Committee membership fees | $0 | No director fees disclosed prior to business combination. |
| Committee chair fees | $0 | No cash compensation disclosed prior to business combination. |
| Meeting fees | $0 | Not disclosed; pre-business combination compensation is nil. |
Related service arrangements (company-level; potential conflicts oversight):
- $20,000/month office/admin services to an affiliate of the Vice President (Administrative Services Agreement). Incurred: $240,000 (2024) and $104,516 (2023).
- $20,000/month advisory services to an affiliate of the CFO (accrued, payable only upon successful business combination). Accrued: $344,516 (12/31/2024) and $104,516 (12/31/2023).
- Audit Committee will review quarterly all payments to the Sponsor, officers, directors, and affiliates.
Performance Compensation
| Metric/Instrument | Status | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed prior to business combination | Director equity grants not disclosed; compensation post-combination to be determined by the combined company’s board. |
| Option awards | None disclosed prior to business combination | No director options disclosed pre-combination. |
| Performance metrics (e.g., revenue, EBITDA, TSR) | None disclosed for directors | No director performance-based pay disclosed pre-combination. |
| Clawback policy | Adopted | HYAC discloses a Compensation Recovery and Clawback Policy; specific triggers not detailed in the cited section. |
Other Directorships & Interlocks
| Type | Companies | Notes |
|---|---|---|
| Current public company boards | None disclosed | HYAC filings list private boards for Shimko; no current public boards identified. |
| Prior public company boards | None disclosed | Not identified in HYAC proxy/10-K biography. |
| Shared roles/interlocks | Haymaker III (prior SVP) | Prior SPAC experience; HYAC directors include executives with multiple SPACs (context for network ties), but no shared current external public directorships for Shimko. |
Expertise & Qualifications
- Audit committee financial expert designation; financially literate with accounting/financial management expertise.
- Deep investing and transaction experience across public, private, and venture capital contexts; EY M&A and GE finance background.
- MBA (University of Michigan) and BA (Fordham University).
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Shares | % of Outstanding |
|---|---|---|---|---|
| Brian Shimko | 0 | 0 | 0 | 0.0% |
- Shares outstanding: 23,797,600 Class A and 5,750,000 Class B (total 29,547,600) as of March 14, 2025.
- Form 3: Shimko reported “No securities are beneficially owned” but disclosed an indirect pecuniary interest in Class B shares via membership interest in Haymaker Sponsor IV LLC, without voting or dispositive control.
- Insider trading policy prohibits hedging (options, warrants, puts, calls, short sales) by directors and certain employees.
Insider Trades
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 2023-07-25 | Reported no directly beneficially owned securities; noted indirect pecuniary interest through Sponsor membership with no voting/dispositive control. |
Governance Assessment
- Strengths
- Triple-committee service with current Audit Committee chair role; designated audit financial expert, supporting board oversight of financial reporting and auditor independence.
- Clear committee charters including pre-approval of auditor services and mandatory review/approval of related-party transactions before entry (Item 404), plus quarterly audit committee review of affiliate payments.
- Independence affirmed under NYSE/SEC rules.
- Insider trading policy prohibits hedging, reinforcing alignment safeguards.
- Potential risks / RED FLAGS
- Sponsor/affiliate payment ecosystem (monthly service fees; convertible loans; potential finder’s/consulting/success fees) creates related-party exposure typical of SPACs—though mitigated by fairness opinion requirement for affiliate business combinations and audit committee oversight.
- Indirect pecuniary interest via Sponsor while holding no direct share ownership may weaken perceived “skin in the game” alignment for public shareholders.
- Chair transition on Audit Committee within the past year (10-K vs. 2025 proxy) is a process change to monitor for continuity of oversight.
- Process safeguards
- HYAC requires an independent investment bank/valuation opinion for affiliate deals to address conflicts.
- Compensation Committee empowered to retain independent advisers with required independence review.
- Nominating Committee oversees annual self-evaluations and governance guidelines.
Related Party Transactions & Conflicts
| Transaction | Terms | Financials |
|---|---|---|
| Administrative Services (VP affiliate) | $20,000/month for office/admin services | $240,000 (2024) and $104,516 (2023) expenses incurred. |
| Advisory Services (CFO affiliate) | $20,000/month accrued; payable only upon successful business combination | Accrued $344,516 (12/31/2024) and $104,516 (12/31/2023). |
| Sponsor loans | Up to $300,000 for offering/org expenses; up to $1,500,000 transaction cost loans convertible into units at $10.00/unit | Terms disclosed; convertible feature identical to private placement units. |
| Payments to insiders pre-combination | No finder’s fees, reimbursements, or cash payments prior to completion—except specified office/advisory fees, out-of-pocket reimbursement, and potential success fees upon completion | Fairness opinion required for affiliate combinations; audit committee quarterly review of payments. |
Overall implication: Governance frameworks and independence designations are strong, but SPAC-related affiliate payment structures and Sponsor interests warrant continued scrutiny, with Shimko’s audit leadership and Item 404 gatekeeping central to mitigating conflicts.