Nelson Haight
Mountain Crest Acquisition Corp. VAbout Nelson Haight
Nelson Haight is an independent director of Mountain Crest Acquisition Corp. V (MCAG) and has served on the board since April 2021 . He is 60 years old , holds both an MPA and BBA from the University of Texas at Austin (May 1988), and is a Certified Public Accountant and member of the AICPA . His career spans over 30 years in oil and gas finance; he is currently SVP, CFO and Treasurer of Key Energy Services, Inc. (joined June 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Key Energy Services, Inc. | Senior Vice President, Chief Financial Officer & Treasurer | Joined June 2020 | Finance leadership at oilfield services firm |
| Element Markets, LLC | Interim Chief Financial Officer | Sep 2019 – Jun 2020 | Environmental commodities finance oversight |
| Epic Companies, LLC | Interim Chief Financial Officer | Nov 2018 – Jun 2019 | Company filed for bankruptcy in Aug 2019 (risk exposure) |
| Castleton Resources, LLC | Chief Financial Officer | Jul 2017 – Sep 2018 | E&P finance and operations |
| Midstates Petroleum Company, Inc. | Vice President to Chief Financial Officer | Dec 2011 – Jul 2017 | Led $625M capital raise in 2015; Chapter 11 filed Apr 2016; instrumental in successful reorganization and emergence Oct 2016 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mountain Crest Acquisition Corp. (MCAC) | Director | Jan 2020 – Feb 2021 | Predecessor SPAC board service |
| Mountain Crest Acquisition Corp. II (MCAD) | Director | Oct 2020 – Oct 2021 | Predecessor SPAC board service |
| Mountain Crest Acquisition Corp. III (MCAE) | Director | Mar 2021 – Feb 2023 | Predecessor SPAC board service |
| Mountain Crest Acquisition Corp. IV (MCAF) | Director | Mar 2021 – Mar 2024 | Predecessor SPAC board service |
| Key Energy Services, Inc. | SVP, CFO & Treasurer | Jun 2020 – Present | Current executive role (not a directorship) |
Board Governance
- Independence: The board determined Haight is independent under Nasdaq and SEC rules; independent directors meet in regular executive sessions .
- Committee memberships: Audit Committee member; Compensation Committee member (chairs are Dr. Todd Milbourn for Audit and Wenhua Zhang for Compensation) .
- Director nominations: Participates with other independent directors in nominating processes; no standing nominating committee .
- Policy safeguards: Related-party transactions require Audit Committee approval and majority of disinterested directors; business combinations require majority approval of independent directors .
- Board composition: MCAG board has four members; three deemed independent .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual director retainer (cash) | Not disclosed in proxy/10-K; directors reimbursed for out-of-pocket expenses |
| Committee membership fees | Not disclosed |
| Committee chair fees | Not applicable to Haight (not a chair); not disclosed |
| Meeting fees | Not disclosed |
| Reimbursement policy | Officers/directors reimbursed for out-of-pocket expenses; unlimited subject to consummation of business combination; Audit Committee reviews reimbursements |
| Administrative fee to sponsor | $10,000 per month to Mountain Crest Global Holdings LLC for office/admin services (company-level arrangement) |
Performance Compensation
| Element | Grant details | Performance metrics | Vesting |
|---|---|---|---|
| Equity grants (RSUs/PSUs) | None disclosed for directors | ||
| Stock options | None disclosed for directors | ||
| Bonus/variable pay | None disclosed for directors | ||
| Performance metrics (e.g., revenue, EBITDA, TSR, ESG) | Not disclosed/applicable pre-business combination | ||
| Clawbacks/COC provisions | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| MCAC, MCAD, MCAE, MCAF | Director | Repeated service across Mountain Crest SPACs; indicates sponsor network interlocks |
| Key Energy Services, Inc. | SVP, CFO & Treasurer | External executive role not identified as a customer/supplier to MCAG; no related-party transaction disclosed |
Expertise & Qualifications
- Credentials: CPA; MPA and BBA (University of Texas at Austin, May 1988) .
- Technical strengths: Corporate finance, restructuring, capital markets (led $625M raise; Chapter 11 reorg leadership) .
- Industry experience: >30 years in oil and gas finance and operations .
Equity Ownership
| Holder | Shares Beneficially Owned | Approximate % of Outstanding Common Stock | As-of Date |
|---|---|---|---|
| Nelson Haight | 2,400 | Less than 1% | Oct 7, 2025 |
| Shares outstanding (reference) | 2,902,004 | — | Oct 7, 2025 |
| Directors & officers as a group (4 individuals) | 2,073,000 | 71.43% | Oct 7, 2025 |
| Mountain Crest Global Holdings LLC (sponsor) | 2,065,800 | 71.19% | Oct 7, 2025 |
- Vested vs. unvested shares: Not disclosed; options data not disclosed for directors .
- Pledging/hedging: Not disclosed; Representative Shares issued to underwriter subject to lock-up and hedging restrictions (FINRA Rule 5110), but not tied to director holdings .
Governance Assessment
-
Strengths
- Independent director with finance/accounting expertise and deep restructuring experience; member of both Audit and Compensation Committees, enhancing oversight of financial reporting and pay practices .
- Clear policies: business combinations require majority independent director approval; related-party transactions must be approved by the Audit Committee and disinterested directors .
- Section 16 compliance: company believes all applicable filings were timely .
-
Concerns
- Minimal personal equity stake (2,400 shares; <1%), limiting direct alignment with public shareholders, while sponsor holds a controlling stake, concentrating influence outside independent directors .
- Prior bankruptcy exposure (Epic Companies; Midstates Petroleum), which can be a governance red flag; balanced by demonstrated restructuring leadership and successful emergence outcomes .
- Director compensation structure lacks disclosed at-risk equity components, reducing performance linkage prior to a business combination .
-
Potential conflicts/related-party exposure
- No specific related-party transactions involving Haight disclosed; reimbursement policy exists and is overseen by the Audit Committee .
- $10,000/month administrative fee paid to sponsor is a common SPAC arrangement; oversight via committee approvals is a mitigating factor .
Insider Trades
| Date | Form | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed | — | — | — | Company states all Section 16 filings were timely; no individual Form 4 transactions for Haight disclosed in proxy |
Notes on Independence, Attendance, and Engagement
- Independence status: Confirmed independent under Nasdaq and SEC standards .
- Attendance rate: Not disclosed in the proxy statement (proxy covers proposals and governance policies, but no attendance metrics).
- Engagement: Independent directors hold regular sessions; Haight participates in director nominations in absence of a standing committee .
Committee Assignments, Chair Roles, and Expertise
- Audit Committee: Member; chair is Dr. Todd Milbourn; committee oversees auditor independence, financial reporting, risk assessment, and related-party transactions .
- Compensation Committee: Member; chair is Wenhua Zhang; committee oversees CEO and executive compensation, equity plans, and director remuneration .
- Nominating/Governance: No standing committee; independent directors including Haight recommend nominees .
RED FLAGS
- Low personal share ownership relative to sponsor control (alignment risk) .
- Prior bankruptcy involvement (Epic Companies, Midstates Petroleum) may raise concerns about risk exposure despite restructuring credentials .
- Lack of disclosed director-specific cash/equity compensation and performance metrics reduces transparency of pay-for-performance alignment pre-business combination .