Timothy Fisher
About Timothy J. Fisher
Timothy J. Fisher is Vice Chairman, President, Chief Financial Officer, and Director of Integrated Rail and Resources Acquisition Corp. (IRRX). He is not an independent director; IRRX identifies Brian M. Feldott, Ronald C. Copley, and Jason C. Reeves as the independent directors, while Fisher serves as an officer and director . Fisher (age 45) has served as Vice Chairman, President and CFO since November 2022 and previously served as Senior Vice President and Chief Acquisition Officer from March 2021 to November 2022 . He is a Managing Partner at DHIP Group and serves on the advisory board of CommonGood Capital; earlier, he was Managing Partner and Head of Investment Banking at Drexel Hamilton (2015–2020). He is a U.S. Army veteran (three tours in Iraq) and holds a B.S. from West Point and an MBA from NYU Stern .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Integrated Rail and Resources Acquisition Corp. (IRRX) | Vice Chairman, President & CFO; Director | Nov 2022–present (Director since 2021) | Officer; no IRRX board committee roles disclosed for Fisher |
| IRRX | SVP & Chief Acquisition Officer | Mar 2021–Nov 2022 | Led acquisition sourcing (officer role) |
| DHIP Group | Managing Partner | Current (date not specified) | Infrastructure investing leadership |
| Drexel Hamilton | Managing Partner & Head of Investment Banking | 2015–2020 | Led IB; capital raising for private companies |
| Parker Global Strategies | Assistant MLP Portfolio Manager | 2013 | Buy-side performance above benchmark |
| U.S. Army | Artillery Officer (3 tours in Iraq) | Prior to finance roles | Two Bronze Stars; Army Commendation Medal with V-Device |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CommonGood Capital, LLC | Advisory Board Member | Current | Broker-dealer placement agency advisory role |
| DHIP Group | Managing Partner | Current | Sponsor affiliate to IRRX; potential related-party exposure |
Board Governance
- Independence: Not independent (he is an officer). Independent directors are Feldott, Copley, Reeves .
- Committees: Audit, Compensation, and Nominating committees are composed of Feldott, Copley, Reeves; Fisher is not listed as a member .
- Attendance and engagement:
- Board meetings in 2024: 5; Audit: 4; Compensation: 1 .
- Attendance: Each board member (including Fisher) attended 100% of board and applicable committee meetings in 2024 .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Base Salary (Officer) | None (no officer cash compensation prior to business combination) | Officers receive no cash compensation; Sponsor receives administrative fee |
| Annual Director Retainer | Not disclosed | SPAC indicates no compensation of any kind to officers/directors prior to business combination |
| Administrative Support (to Sponsor) | $10,000 per month; Sponsor waived $120,000 for 2024 and $120,000 for 2025 | Fee is paid to Sponsor (not to Fisher personally) |
Performance Compensation
| Element | Status | Performance Metrics |
|---|---|---|
| Equity/Option/PSU/RSU grants | None disclosed for Fisher prior to business combination | N/A |
| Clawback policy | Adopted Nov 2023 (compensation clawback policy on restatements) | Applies upon financial restatement |
Other Directorships & Interlocks
- Other public company boards: None disclosed .
- Advisory/industry roles: Advisory Board Member at CommonGood Capital .
- Sponsor/affiliates: Managing Partner at DHIP Group; Sponsor (DHIP Natural Resources Investments, LLC) holds 70.58% of IRRX shares outstanding (see Equity Ownership below). DHIP NRI Management Partners LLC (managing member of Sponsor) is controlled by members including Fisher, Michel, and Didier, who share decision-making, but are not deemed beneficial owners of Sponsor shares individually under the filing .
Expertise & Qualifications
- Capital markets and M&A: Managing Partner & Head of IB (Drexel Hamilton); led equity/debt financings for private companies .
- Infrastructure investing: Managing Partner at DHIP Group focusing on energy and infrastructure assets .
- Operational leadership: U.S. Army Artillery Officer (three tours, two Bronze Stars, V-device commendation) .
- Education: B.S., U.S. Military Academy (West Point); MBA, NYU Stern .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Class A | Source/Date |
|---|---|---|---|
| DHIP Natural Resources Investments, LLC (Sponsor) | 4,234,840 | 70.58% | 12/31/2024 table |
| Timothy J. Fisher (individual) | 0 | 0% | 12/31/2024 table |
| Total Class A outstanding | 5,999,659 | 100% | 12/31/2024 |
Notes:
- Sponsor ownership concentration creates significant control; DHIP NRI Management Partners LLC (members include Fisher) controls Sponsor voting/investment decisions, but members are not deemed individual beneficial owners of Sponsor shares under the filing .
- No disclosures of hedging/pledging by Fisher; no director stock ownership guidelines disclosed .
Insider Trades
| Filing | Date | Security | Reported Holdings |
|---|---|---|---|
| Form 3 (Initial statement of beneficial ownership) | Nov 10, 2021 | IRRX (then IRRXU) | “No securities are beneficially owned.” |
Related Party Transactions & Potential Conflicts
- Sponsor/Admin fee: $10,000/month to Sponsor (waived for 2024–2025). Officers/directors may be reimbursed for out-of-pocket expenses; no compensation otherwise prior to a business combination .
- Sponsor loans: Note Payable—Sponsor outstanding $5,393,225 at 12/31/2024 to fund extensions, due at business combination .
- Related party notes: Promissory notes to Trident Point 2, LLC (related party) outstanding $390,710 at 12/31/2024; Working Capital Loan–Related Party $17,935 .
- Convertible note (BH Inc.): $1,500,000 convertible at closing into 355,000 UIGC shares; if deal fails, company to use reasonable efforts to pay $3,900,000; repay only from funds outside Trust if no deal .
- Conflicts policy: Board discloses multiple potential conflicts (time allocation, corporate opportunities, sponsor incentives, financing arrangements), and has renounced certain corporate opportunities consistent with SPAC charter; transactions to be approved by independent directors and/or fairness opinion if with affiliates .
Board/Company Risk Indicators and RED FLAGS
- Sponsor control: Sponsor owns ~70.58% of outstanding shares; Fisher is a managing member of the Sponsor’s managing entity (shared control). This concentration can affect independence and investor alignment (RED FLAG: control risk) .
- Exchange listing/dilution/going concern:
- Delisted from NYSE (Mar 11, 2024); trades on OTC Pink as IRRX, IRRXU, IRRXW (liquidity risk) .
- Significant excise tax liability recognized related to redemptions ($2,649,197 total, including $2,434,740 tax and $214,457 interest/penalties) (cash drain/redemption risk) .
- Going concern uncertainty; insufficient capital absent business combination or financing (RED FLAG: going concern) .
- Repeated extensions: Multiple extension votes through 2025 with minimal trust balance remaining ($3.24M at 12/31/2024) (execution risk) .
- Litigation: Tyr Energy lawsuit alleging NDA breach/tortious interference related to proposed business combination; defendants dispute liability (legal risk) .
- Governance process: Clawback policy adopted in Nov 2023 (positive control), but heavy reliance on sponsor loans, admin arrangements, and related parties (structure risk) .
Governance Assessment
- Independence and committee roles: Fisher is an executive officer and not independent. He holds no audit, compensation, or nominating committee seats; those are appropriately populated by independent directors (sound structure) .
- Alignment and incentives: Officers (including Fisher) receive no cash compensation prior to a business combination, but Sponsor (affiliated with Fisher) controls a large equity stake and provides financing/administrative support, creating potential pressure to close a deal (mixed alignment; RED FLAG: sponsor-driven incentives) .
- Engagement: Documented 100% attendance at board and committee meetings in 2024 indicates strong engagement .
- Conflicts management: Company discloses conflicts and procedures (independent director approvals/fairness opinions), but the degree of Sponsor control (and Fisher’s role with Sponsor’s managing entity) warrants investor caution regarding related-party dynamics, financing terms, and deal selection .
- Overall: Effective formal governance (independent committees, clawback), but elevated governance risk from sponsor control, financing reliance, OTC trading status, excise tax liability, litigation, and going concern disclosures. Investors should closely scrutinize any related-party transactions tied to Sponsor entities and any compensation or equity to be granted post-combination .
Note: The prompt’s label “independent director” is inconsistent with IRRX filings; Timothy J. Fisher is an officer (Vice Chairman, President & CFO) and Director, not an independent director .