Steven Heyer
About Steven Heyer
Steven J. Heyer is President and a Director of HYAC, serving since the company’s inception in March 2023. He is 72 years old, holds a B.S. from Cornell University and an M.B.A. from New York University, and has more than 35 years of operating and board experience across media, consumer products, and hospitality (Coca-Cola, Turner Broadcasting, Starwood Hotels, Outback), plus multiple SPAC sponsors (Haymaker I/II/III) leading to public-company combinations (OSW, ARKO, BTMD) . HYAC is a pre-business-combination SPAC; company-level TSR/revenue/EBITDA performance metrics tied to executive pay are not disclosed or applicable prior to de-SPAC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booz Allen & Hamilton | Senior Vice President & Managing Partner (after prior tenure) | ~15 years (dates not specified) | Strategy/operations advisory foundation |
| Young & Rubicam Advertising Worldwide | President & COO | 1992–1994 | Led global advertising operations |
| Turner Broadcasting System (AOL Time Warner Operating Committee) | President & COO | 1994–2001 | Grew broadcast/media operations; senior corporate role |
| The Coca-Cola Company | President & COO | 2001–2004 | Oversaw global operations; served on boards of KO affiliates |
| Starwood Hotels & Resorts | CEO | 2004–2007 | Led global hospitality operator |
| Outback Steakhouse | Advisor (turnaround) | 2010–2012 | Operational turnaround support |
| Harry & David Holdings | CEO | 2010–Feb 2011 | Company filed prearranged Chapter 11, emerged Sep 2011 |
| Haymaker Acquisition Corp. (I) | CEO & Chairman | Formation–Mar 2019 | Completed business combination with OneSpaWorld |
| Haymaker Acquisition Corp. II | CEO & Chairman | Formation–Dec 2020 | Completed business combination creating ARKO; ongoing director |
| Haymaker Acquisition Corp. III | CEO & Executive Chairman | Formation–May 2022 | Combined with biote; ongoing director |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| biote Corp (BTMD) | Director | Since May 2022 | Post Haymaker III combination |
| ARKO Corp (ARKO) | Director | Since Dec 2020 | Post Haymaker II combination |
| OneSpaWorld (OSW) | Vice Chairman & Director | Mar 2019–Jun 2023 | Post Haymaker I combination |
| Lazard Ltd & Lazard Group | Director | 2005–present | Financial services boards |
| WPP Group | Director | 2000–2004 | Advertising conglomerate board |
| Equifax | Director | 2002–2003 | Consumer credit reporting company |
| Omnicare, Inc. | Director | 2008–2015 | Healthcare services company |
| Vitrue, Inc. | Director | 2007–2012 | Social marketing technology |
| Internet Security Systems | Director | 2004–2005 | Cybersecurity company |
| Atkins Nutritionals Inc. | Director | Until 2017 | Acquired by Conyers Park Acquisition Corp |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $0 | $0 | No cash compensation to executive officers prior to business combination |
| Target Bonus (%) | Not disclosed (N/A) | Not disclosed (N/A) | No bonus program disclosed pre-de-SPAC |
| Actual Bonus Paid ($) | $0 | $0 | None paid pre-business combination |
Administrative/advisory fees: Company reimburses $20,000/month to an affiliate of the Vice President for office/admin services and accrues $20,000/month to an affiliate of the CFO for advisory services (payable only upon successful business combination) . These are not paid to Steven Heyer.
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None pre-business combination | — | — | — | — | — |
| No performance-based incentives, stock options, RSUs/PSUs disclosed for executive officers prior to de-SPAC . |
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Founder Shares | Approx. % of Outstanding Ordinary Shares | Notes |
|---|---|---|---|---|
| Steven J. Heyer (as managing member of Sponsor; shared beneficial ownership) | 797,600 | 5,750,000 | 22.2% | Sponsor is record holder; Steven may be deemed to share beneficial ownership; each officer/director disclaims except to pecuniary interest |
| Haymaker Sponsor IV LLC (Sponsor) | 797,600 | 5,750,000 | 22.2% | Registration rights & lock-ups apply |
- Founder shares cost basis: Sponsor paid $25,000 (~$0.004/share) for 5,750,000 founder shares (intended to equal ~20% of post-IPO outstanding) .
- Lock-ups: Founder shares locked for the earlier of six months post-business combination or a transaction granting shareholders exchange rights; private placement units/shares/warrants locked for 30 days post-business combination .
- Registration rights: Up to three demand registrations (excluding short form), plus piggyback; no effectiveness until lock-ups terminate .
- Conversion/anti-dilution: Founder shares automatically convert to Class A at or after de-SPAC; anti-dilution maintains ~20% as-converted, subject to adjustments .
Pledging/hedging:
- Insider trading policy prohibits hedging by directors and certain employees (options, puts/calls, shorts) . No explicit disclosure of pledging by Steven or the Sponsor .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date & role | President; Director since inception (March 2023) | |
| Contract term/expiration | Not disclosed | |
| Severance/termination benefits | Company states it is not party to agreements providing benefits upon termination; post-combination compensation to be set by independent compensation committee/independent directors | |
| Non-compete/non-solicit | Not disclosed | |
| Clawback | Audit/Compensation Committees advise/act if SEC Clawback Rule 10D-1 triggers (restatement) | |
| Related party arrangements | No executive cash comp; reimbursements and advisory/admin fees to affiliates; potential working capital loans convertible into units at $10 |
Board Governance and Director Service
- Board structure/classification: Board divided into three classes; Steven is a Class III director (Director since 2023) .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance Committees comprised of Messrs. Meltzer, McLallen, and Shimko; Steven is not listed as a member .
- Independence: NYSE/SEC independence—three independent directors (Meltzer, McLallen, Shimko); Steven is not independent (executive officer, family relationship) .
- Dual-role implications: HYAC’s Chairman and CEO roles are combined and held by Christopher Bradley since Nov 2024, not by Steven; oversight is supported by independent committees .
- Family relationship: Steven is the brother of Andrew R. Heyer (Vice President; former CEO/Chairman), elevating related-party/conflict-monitoring importance .
Compensation Structure Analysis
- No base salary/bonus/equity awards to executive officers prior to de-SPAC; compensation committee charter exists but no active pay programs disclosed pre-combination .
- Sponsor economics dominate alignment: founder shares acquired at de minimis cost with six-month lock-up; strong incentive to complete a combination, potentially regardless of target quality (recognized conflict in offering documents) .
- Hedging prohibited; registration rights ensure eventual liquidity post lock-up, creating known windows for potential insider selling pressure .
Related Party Transactions & Controls
- Payments (outside trust) include: up to $300,000 IPO loan repayment; $20,000/month to an affiliate of Vice President (admin services); $20,000/month accrued to affiliate of CFO (advisory); reimbursement of out-of-pocket expenses; potential finder/consulting/success fees; working capital loans (up to $1.5 million) convertible into private placement-like units at $10 .
- Audit Committee reviews related-party payments quarterly; policy aims to mitigate conflicts and maintain independence .
Performance & Track Record (Selected)
- SPAC sponsor track record: Led Haymaker I/II/III through combinations with OSW, ARKO, and BTMD; continues as director at ARKO and BTMD .
- Prior operating leadership: CEO roles (Starwood), President & COO roles (Coca-Cola, Turner Broadcasting); advisor-led turnaround (Outback) .
- Bankruptcy involvement: As Harry & David CEO, company filed a prearranged Chapter 11 plan in 2011 and emerged the same year .
Director Compensation
- No cash director compensation prior to the initial business combination; post-combination director compensation to be determined and disclosed at that time. Certain directors may receive additional compensation in the form of equity interests of the Sponsor for their services .
Risk Indicators & Red Flags
- Founder-share low cost basis (~$0.004/sh) combined with lock-up/registration rights may create strong deal-completion and eventual selling incentives; potential misalignment vs. public investors .
- Family ties: Steven and Andrew Heyer (executive/board roles) increase monitoring needs for related-party transactions and independence considerations .
- Combined Chairman/CEO (Christopher Bradley) reduces structural independence at the top, though independent committees/majority-independent board mitigate .
- Hedging prohibited (policy); no pledging disclosures—monitor future filings for any collateralization or hedging exceptions .
- Prior bankruptcy experience (Harry & David) indicates restructuring exposure and execution risk in distressed contexts .
Compensation Peer Group & Say-on-Pay
- Not disclosed/applicable prior to de-SPAC. Compensation committee charter covers governance over executive/director pay policies and parachute/change-of-control considerations post-combination .
Investment Implications
- Alignment and potential selling pressure: Large founder stake (~22.2% beneficially for Sponsor; Steven may be deemed shared ownership) with six-month founder lock-up and 30-day private placement lock-up post-de-SPAC, plus robust registration rights—expect potential supply overhang after lock-ups expire; track de-SPAC timing to handicap flows .
- Deal-completion incentives: Sponsor economics (low-cost founder shares; convertibility/anti-dilution) encourage a transaction; independent fairness opinion and independent director approvals are required for affiliate deals, but investors should scrutinize target quality and dilution mechanics .
- Governance nuances: Non-independent executive director (Steven) and family relationship with Andrew raise conflict-monitoring needs; combined CEO/Chair (Bradley) places higher weight on committee independence and quarterly audit reviews of related-party payments .
- Pre-combination comp risk low: No cash pay to Steven reduces near-term dilution and pay-for-performance debates; post-combination compensation frameworks (and any equity grants) will be key signals of management confidence and alignment once a target is announced .