Roger Meltzer
About Roger Meltzer
Roger Meltzer, Esq. (age 74) has served as a director of HYAC since July 2023. He is a veteran corporate lawyer: Global Co‑Chairman and current Chairman Emeritus at DLA Piper (Americas Co‑Chairman 2013–2020; Office of the Chair 2011–2020), and previously Partner and Executive Committee member at Cahill Gordon & Reindel (1977–2007). He holds a JD from NYU School of Law and an AB from Harvard College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DLA Piper LLP | Global Co‑Chairman; Chairman Emeritus; Americas Co‑Chairman; Office of the Chair; Global Board; U.S. Executive Committee; Global Co‑Chair Corporate Finance | 2007–present (various roles); Global Co‑Chair 2015–2020; Chairman Emeritus current | Led global governance and corporate finance practice |
| Cahill Gordon & Reindel LLP | Partner; Executive Committee; Co‑Administrative Partner; Hiring Partner | 1977–2007 (Partner 1984–2007; Exec Committee 1987–2007; Admin/Hiring 1987–1999) | Firm governance and talent leadership |
| The Hain Celestial Group, Inc. | Director | Dec 2000–Feb 2020 | Long‑tenure public company board experience |
| American Lawyer Media | Director | Jan 2010–Jul 2014 | Media governance |
| Coinmach Service Corporation | Director | Dec 2009–Jun 2013 | Consumer services operations oversight |
| Nordic Aviation Capital (subsidiaries) | Director | Dec 2021–Apr 2022 | Special situation governance |
| Lionheart II Corp | Director | Mar 2021–May 2022 | SPAC governance |
| Lionheart III Corp | Director | Mar 2021–Aug 2022 | SPAC governance |
| Haymaker Acquisition Corp. III | Director | Feb 2021–Jul 2022 | SPAC governance; prior Haymaker platform role |
External Roles
| Organization | Role | Tenure (Join Date) | Notes |
|---|---|---|---|
| Audacy Inc. | Director | Nov 2023 | Multi‑platform audio content company |
| CQC Impact Investors LLC | Director | Jul 2024 | Carbon reduction and clean energy projects |
| ATD New Holdings, Inc. (American Tire Distributors parent) | Director | Oct 2024 | Largest U.S. tire distributor parent |
| Ubicquia LLC | Director | Feb 2021 | Smart infrastructure solutions |
| MSP Recovery, Inc. | Director | May 2022 | Joined following Lionheart II business combination |
| Lionheart IV Corp. | Director | — | SPAC platform affiliation |
| Aearo Holding LLC & affiliates | Director | Jun 2022 | Special situation governance |
| Empatan PLC (“SMX”) | Director | Aug 2022 | Joined following Lionheart III transaction |
| AID Holdings II (“Enlivant”) | Director | Jan 2023 | Senior living portfolio (TPG Capital) |
| Klein Hersh | Director | Feb 2023 | Life sciences executive recruitment |
| Cyxtera Technologies, Inc. | Director | Apr 2023 | Colocation and interconnection services |
| Lexington Law | Director | May 2023 | Credit repair services |
| Elixir (Rite Aid subsidiary) | Director | Aug 2023 | Health and wellness pharmacy subsidiary |
| Heubach Group | Director | Nov 2023 | Pigments producer |
| Careismatic Brands Inc. | Director | Nov 2023 | Medical apparel and footwear supplier |
| Harvard Law School Center on the Legal Profession | Advisory Board | May 2015–Present | Legal profession leadership |
| NYU Law School | Board of Trustees | Sep 2011–Present | Academic governance |
Board Governance
- Committee memberships: Audit (member), Compensation (member), Nominating & Corporate Governance (chair) .
- Independence: HYAC Board determined Meltzer is independent under SEC and NYSE rules .
- Audit Committee report: Meltzer signed the FY2024 Audit Committee report recommending inclusion of audited financials in the 10‑K, evidencing engagement with auditor independence and PCAOB requirements .
- Governance processes: Nominating & Governance Committee oversees director selection, governance guidelines, annual self‑evaluations, and may retain search firms; Compensation Committee may retain independent advisers and oversees executive and director remuneration policy .
- Code of Ethics/Insider Trading: Company prohibits hedging and short sales by directors and certain employees .
- Related‑party transaction oversight: Audit Committee pre‑approves and reviews Item 404 transactions; company commits to fairness opinion for any affiliated business combination .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Cash compensation (pre‑business combination) | $0 | “None of our officers or directors have received or… will receive any cash compensation… prior to our initial business combination.” |
| Director/committee/meeting fees | Not disclosed | No cash retainers or fees disclosed prior to initial business combination |
| Expense reimbursement | Allowed | Sponsor, officers, directors reimbursed for out‑of‑pocket expenses in deal sourcing/diligence; Audit Committee reviews quarterly |
| Office/advisory fee arrangements | $20,000/month (VP affiliate); $20,000/month (CFO affiliate, accrued) | Company reimburses affiliates for services; oversight in Audit Committee |
Performance Compensation
| Metric/Instrument | Terms | Status |
|---|---|---|
| Equity awards (director) | Certain directors may receive equity interests of the Sponsor for services | Potential; form and value not specified |
| Performance metrics (e.g., revenue, EBITDA, TSR, ESG) | Not applicable pre‑business combination | No performance framework disclosed prior to business combination |
| Incentive plans administration | Compensation Committee implements/administers equity‑based plans | Post‑combination applicability |
Other Directorships & Interlocks
| Company/Entity | Relationship to HYAC/Sponsor | Potential Interlock/Conflict Consideration |
|---|---|---|
| Haymaker Acquisition Corp. III | Prior Director | SPAC platform continuity; monitor affiliated deal pipelines |
| Lionheart II & III; MSP Recovery; Empatan (SMX) | Prior/Current Director; SPAC combinations | SPAC ecosystem ties; fairness opinion required for affiliated combinations |
Expertise & Qualifications
- Corporate finance and cross‑border deal counsel spanning decades at top law firms; governance leadership roles at DLA Piper and Cahill .
- Extensive board experience across consumer, technology, special situations, and SPACs, including Hain Celestial and Cyxtera Technologies .
- Legal/academic governance: NYU Law Board of Trustees; Harvard Law Center Advisory Board .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Approx. % of Outstanding |
|---|---|---|---|---|---|
| Roger Meltzer, Esq. | — | — | — | — | — |
- Shares outstanding context: 29,547,600 ordinary shares (23,797,600 Class A; 5,750,000 Class B) as of March 14, 2025 .
- Hedging policy: Directors prohibited from hedging or shorting HYAC securities .
Related‑Party Exposure (Policy and Allowed Payments)
| Item | Terms | Amounts |
|---|---|---|
| Sponsor loans (organizational/IPO costs) | Repayment allowed | Up to $300,000 |
| Office/admin services (VP affiliate) | Monthly reimbursement | $20,000 per month |
| CFO affiliate advisory services | Monthly payment (accrued; payable upon successful combination) | $20,000 per month |
| Out‑of‑pocket expenses | Reimbursable for deal activities | Not specified |
| Finder/consulting/success fees | Payment allowed to Sponsor/officers/directors for services to effectuate business combination | Not specified |
| Transaction financing loans | Non‑interest bearing; convertible | Up to $1,500,000 convertible at $10.00/unit |
| Affiliated business combination | Requires fairness opinion from independent IB/valuation firm | Precondition to consummation |
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; serves on Audit and Compensation; signs Audit Committee report indicating active oversight; robust Item 404 and fairness‑opinion safeguards for affiliated transactions .
- Alignment concerns: No disclosed personal share ownership in Class A or B as of March 14, 2025, reducing “skin‑in‑the‑game” alignment for a pre‑combination SPAC board .
- Potential conflicts (monitor): Sponsor‑affiliated payments (finder/success fees; convertible loans; sponsor equity to certain directors) create perceived incentives around deal timing/terms; mitigated by independence determination and fairness‑opinion requirement .
- Legal overhang: Meltzer remains a named defendant in consolidated derivative actions related to Hain Celestial; 2022 magistrate recommended dismissal with prejudice; case remains pending, a governance risk indicator though not HYAC‑specific .