Walter McLallen
About Walter F. McLallen
Walter F. McLallen (age 59) is an independent director of HYAC, serving since July 2023. He is a finance professional with 30+ years in leveraged finance, private equity, restructuring, and operations; Managing Member of Meritage Capital Advisors since 2004; previously MD at CIBC World Markets (head of Debt Capital Markets and High Yield Distribution), and earlier in M&A at Drexel Burnham Lambert and a founding member of The Argosy Group L.P. He holds a B.A. in Economics and Finance from the University of Illinois at Urbana-Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Remington Outdoor Company | Vice Chairman; co-founded platform with investment firm | 2006–2015 | Oversaw consumer platform operations and restructuring initiatives |
| CIBC World Markets | Managing Director; Head of Debt Capital Markets and High Yield Distribution | 1995–2004 | Led leveraged finance origination and distribution |
| Drexel Burnham Lambert (M&A) | Analyst/Associate, M&A Department | Early career | Foundational M&A training |
| The Argosy Group L.P. | Founding member | Early career | Built investment/banking capabilities |
External Roles
| Organization | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| The Lovesac Company, Inc. | LOVE | Director | Since 2019 | Direct-to-consumer furniture retailer |
| OneSpaWorld Holdings Ltd. | OSW | Director | Since 2019 | Consumer services; prior Haymaker sponsor ecosystem linkage |
| Centric Brands Inc. | CTRC | Director | 2016–2020 | Branded/licensed apparel and accessories |
| AerCap Holdings N.V. | AER | Director | 2015–2017 | Aircraft leasing |
| Haymaker Acquisition Corp. II | — | Director | 2017–2019 | SPAC governance experience |
| Tomahawk Strategic Solutions | — | Founder & Co‑Chairman | Since 2014 | Law enforcement/corporate training and risk management |
| Timeless Wine Company (Silver Oak, Twomey, OVID) | — | Director | N/D | Private company – luxury wine brands |
| Worldwise | — | Director | N/D | Consumer pet products (private) |
| adMarketplace | — | Director | N/D | Search advertising (private) |
| Frontier Dermatology | — | Director | N/D | Physician practice platform (private) |
Board Governance
| Item | Detail |
|---|---|
| Board class/tenure | Class II director; director since 2023; age 59 |
| Independence | Board determined McLallen is independent under SEC and NYSE rules |
| Committees (members all independent) | Audit (members: Meltzer, McLallen, Shimko; Chair: Shimko) |
| Compensation (members: Meltzer, McLallen, Shimko; Chair: McLallen) | |
| Nominating & Corporate Governance (members: Meltzer, McLallen, Shimko; Chair: Meltzer) | |
| Audit Committee report | Signed by Shimko, Meltzer, McLallen; affirmed auditor independence and 10‑K inclusion |
| Attendance | Not disclosed in proxy; no meeting attendance rates provided |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Director cash retainer | None paid prior to completion of initial business combination | SPAC policy: no cash comp to officers/directors pre‑deal |
| Committee membership fees | Not disclosed | No director cash compensation disclosed pre‑deal |
| Committee chair fees | Not disclosed | McLallen chairs Compensation Committee; fees not disclosed |
| Meeting fees | Not disclosed | Not disclosed in proxy |
| Office/admin reimbursement (affiliate) | $20,000/month to an affiliate of Vice President (Andrew Heyer) | Administrative services agreement |
| CFO advisory services (affiliate) | $20,000/month to affiliate of CFO; accrued, payable only upon successful business combination | Advisory services agreement; contingent payment |
Note: HYAC discloses no director cash retainers prior to consummation of the initial business combination; reimbursements and affiliate service arrangements exist and are reviewed quarterly by the Audit Committee .
Performance Compensation
| Performance Metric Category | Disclosed? | Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR metrics | Not disclosed | No performance‑based director compensation disclosed pre‑deal |
| Equity awards (RSUs/PSUs/options) | Not disclosed for directors pre‑deal | Certain directors may receive equity interests of the Sponsor for services; amounts to be disclosed with the business combination |
After the business combination, director compensation (including potential equity or consulting fees) will be determined by a compensation committee of independent directors and disclosed in transaction materials; amounts are unlikely to be known pre‑deal .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Consideration |
|---|---|---|
| OneSpaWorld Holdings Ltd. (OSW) | Director | Governance ties to prior Haymaker SPAC ecosystem; monitor for related‑party exposure if HYAC targets overlapping sectors |
| The Lovesac Company (LOVE) | Director | Consumer products exposure; evaluate for competitive or supplier/customer overlaps post‑deal |
| Prior: AerCap (AER), Centric Brands (CTRC), Haymaker Acquisition Corp. II | Director | Historical governance experience across capital‑intensive and consumer sectors |
Expertise & Qualifications
- Leveraged finance, private equity, restructuring, operations (30+ years) .
- Transaction origination, structuring, due diligence, financial modeling; broad public/private board experience .
- Designated independent director; active committee leadership (Compensation Chair) .
- Education: B.A., Economics & Finance, University of Illinois at Urbana‑Champaign .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Approx. % of Outstanding |
|---|---|---|---|---|---|
| Walter F. McLallen | — | — | — | — | — |
| Haymaker Sponsor IV LLC | 797,600 | 3.4% | 5,750,000 | 100.0% | 22.2% |
| All officers/directors as a group (6) | 797,600 | 3.4% | 5,750,000 | 100.0% | 22.2% |
- All officers and directors are members of the Sponsor; Steven and Andrew Heyer are managing members with voting/investment discretion. Each person disclaims beneficial ownership except to extent of pecuniary interest .
Governance Assessment
- Strengths: Independent status; serves on all three key committees with chair role on Compensation; committees comprised solely of independent directors; Audit Committee demonstrates appropriate oversight of auditor independence and financial reporting .
- Alignment: McLallen has no direct reported HYAC share ownership; alignment may be indirect through Sponsor membership interests; beneficial ownership disclaimers noted—monitor for sponsor‑related equity interests granted for services post‑deal .
- Conflicts/Related‑Party Controls: Audit Committee must review/approve related‑party transactions; however, HYAC has “not yet adopted a formal policy” for related‑party approvals—procedural reliance on Audit Committee charter is a governance gap. Affiliate payments ($20k/month each to VP affiliate and CFO affiliate) and potential sponsor loans (up to $300k offering‑related; up to $1.5m convertible at $10/unit) warrant continued scrutiny .
- SPAC‑specific safeguards: For any business combination with entities affiliated with Sponsor/officers/directors, an independent fairness opinion is required; no finder’s fees/cash payments to insiders pre‑deal (with enumerated exceptions). This mitigates but does not eliminate conflict risk .
- Risk Indicators and Policies: Insider trading policy prohibits hedging/shorting by directors and executives (positive signal). No termination benefit agreements for directors; say‑on‑pay not applicable pre‑deal .
RED FLAGS
- No formal related‑party transaction policy despite Audit Committee oversight; reliance on charter versus codified policy .
- Ongoing payments to affiliates and potential convertible sponsor loans create perceived conflicts; ensure robust disclosure and independent committee review .
- Indirect sponsor interests among all directors may dilute independence optics post‑deal unless compensation and transaction approvals are tightly controlled .