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Michael Blitzer

Michael Blitzer

Chief Executive Officer at MAYA
CEO
Executive
Board

About Michael Blitzer

Michael Blitzer, age 48, is Chairman and Chief Executive Officer of Maywood Acquisition Corp. (MAYA), appointed September 11, 2025, following the sponsor transition to Inflection Point Fund I LP; he signed the October 27, 2025 proxy materials as Chairman and CEO . He is founder and co-CEO of Kingstown Capital (since 2006), previously at J.P. Morgan (1999) and Gotham Asset Management; he taught Investing at Columbia Business School for five years in the 2010s. He holds an MBA from Columbia Business School and a BS from Cornell University . As a SPAC, MAYA does not disclose TSR/revenue/EBITDA performance metrics for executives; pre-business combination, insiders receive no cash compensation under the amended insider letter agreement .

Past Roles

OrganizationRoleYearsStrategic Impact
Inflection Point Acquisition Corp. IIIChairman & CEOOct 2024–presentLed SPAC; announced business combination with Air Water Ventures Holdings on Aug 25, 2025 .
Bleichroeder Acquisition Corp. I / Inflection Point IVPresident & CEO, DirectorJul 2025–presentLed SPAC; announced business combination with Merlin Labs on Aug 13, 2025 .
Inflection Point Acquisition Corp. IICEO & DirectorMar 2023–Mar 2025Completed business combination with USA Rare Earth in Mar 2025 .
Inflection Point Acquisition Corp. ICo-CEO & DirectorFeb 2021–Feb 2023Completed business combination with Intuitive Machines in Feb 2023 .
Kingstown Capital ManagementFounder & Co-CEO2006–presentBuilt multi-billion AUM platform; executed public/private investments, SPACs, PIPEs .
J.P. Morgan SecuritiesInvestment banking (capital raises)1999–early 2000sAdvised global issuers on private debt/equity capital .
Gotham Asset ManagementInvestment roleEarly 2000sEquity investing experience under Joel Greenblatt .
Columbia Business SchoolAdjunct faculty (Investing)Five years in 2010sAcademic and practitioner teaching in investing .

External Roles

OrganizationRoleYearsNotes
Intuitive Machines, Inc. (Nasdaq: LUNR)Director; Audit Committee memberCurrentOngoing public company board and committee service .
USA Rare Earth, Inc. (Nasdaq: USAR)Chair of the BoardCurrentPost-transaction leadership oversight .
Greens Farms Academy (CT)Trustee; Treasurer; Chair, Investment CommitteeCurrentNon-profit governance and investment oversight .

Fixed Compensation

ComponentDisclosureTerms
Cash compensation (salary/bonus) pre-business combinationProhibitedInsiders (including Blitzer/Inflection Point affiliates) receive no finder’s fees, consulting fees, loan repayments, or other compensation prior to or for effecting a business combination .
D&O insuranceMaintainedCompany will maintain directors’ and officers’ liability insurance; insiders covered to the maximum extent of policy terms .
IndemnificationComprehensiveCompany entered into D&O indemnity agreements providing advancement of expenses and broad indemnity; separate indemnification agreement also protects Inflection Point Fund I LP as new sponsor .

Performance Compensation

MetricWeightingTargetActualPayout MechanismVesting / Liquidity
Post-Combination share price performanceN/A$12.00 per share for any 20 trading days within a 30-trading-day period, commencing ≥150 days post-BC N/AEarly release of founder share lock-up if target met Founder shares transferable after 1 year post-BC or upon meeting price test; otherwise locked for 1 year .
Business Combination completionN/AClose of initial business combinationN/AFounder Class B shares convert to Class A at closing Class B automatically convert 1:1 to Class A on BC; anti-dilution mechanics ensure founders ~26% on as-converted basis subject to exclusions .

Equity Ownership & Alignment

As of the October 20, 2025 Record Date:

HolderClass A Owned% of Class AClass B Owned% of Class B% of Outstanding Ordinary Shares
Michael Blitzer (via Inflection Point Fund I LP; disclaims except to pecuniary interest)0.0% 990,000 100.0% 6.6%
All officers/directors (5 individuals)0.0% 990,000 100.0% 6.6%

Alignment mechanics and restrictions:

  • Founder Class B shares convert to Class A upon closing of the business combination; founders have no redemption rights and must vote in favor of the business combination .
  • Lock-ups: Founder shares are restricted for one year post-BC, with early release if the $12 price test is met; private placement units restricted for 30 days post-BC .
  • Transfer exceptions exist (e.g., to affiliates/family, distributions) but require transferees to accept lock-up and other restrictions .
  • Pledging/hedging: No pledging disclosures identified in filings; hedging not addressed in the cited documents.

Employment Terms

  • Appointment: Elected director by sole Class B holder on September 11, 2025; appointed Chairman and CEO concurrent with sponsor transition .
  • Indemnity: Executed individual D&O Indemnity Agreement featuring advancement of expenses, de novo review rights, contributions, and change-in-control definitions; company primary indemnitor; trust account waiver by indemnitee .
  • Sponsor indemnity: Separate indemnification agreement protects Inflection Point Fund I LP against claims relating to SPAC operations and business combination activities; includes defense and contribution provisions; trust account explicitly off-limits .
  • Voting/Redemption: Insiders agree to vote all founder and private placement shares in favor of the business combination and not redeem public shares owned; if no BC by completion window, insiders must facilitate wind-down and liquidation of public shares .
  • Severance/CoC economics: No employment agreement, severance multiple, tax gross-ups, or change-of-control cash terms disclosed in cited filings; only indemnity change-in-control definitions present .
  • Non-compete/Non-solicit: Not disclosed in cited filings.

Board Governance and Service

  • Roles: Chairman and CEO (dual role). Independent directors William Denkin and Steven Tannenbaum serve on the Audit Committee .
  • Classified board: Articles establish Class I/II/III staggered terms; directors appointed by Class B holders prior to business combination; post-BC, director appointments/removals by ordinary resolution .
  • Committees: Articles provide for Audit, Compensation, and Nominating & Corporate Governance committees, with independent composition per exchange rules; Audit Committee responsibilities detailed (quarterly meetings, related-party transaction oversight) .
  • Independence: Dual CEO-Chair structure raises typical independence considerations; presence of independent Audit Committee members partially mitigates .

Investment Implications

  • Pay-for-performance alignment: No cash pay pre-BC; equity value contingent on closing and post-BC performance via lock-up and $12 price test—strong alignment with public holders but compensation realizability depends on deal quality and market reception .
  • Insider selling pressure: Founder lock-up (1 year) and price test constrain near-term sales; transfer exceptions exist but require adherence to lock-ups; monitoring post-BC price thresholds is important for potential unlocks .
  • Retention/Execution risk: Extensive concurrent SPAC leadership and external board roles indicate capacity and network but also execution bandwidth risk; indemnity structures are robust, but absence of disclosed severance or guaranteed pay suggests retention relies on sponsor economics rather than company payroll .
  • Governance: Dual-role CEO-Chair and pre-BC Class B control over board elections reduce independence until BC; independent Audit Committee and Articles-mandated committees provide some guardrails. Post-BC governance will depend on new board composition and committee independence .
  • Sponsor transition dynamics: The September 2025 change of sponsor and September director/officer changes, plus the October 2025 business combination agreement with GOWell, underscore an active deal pipeline; founders have no redemption rights and are contractually committed to vote for the transaction, aligning incentives to close .