Reggie Hudlin
About Reggie Hudlin
Reggie Hudlin is an independent director of SLAMF with a deep background in media and entertainment. He founded Hudlin Entertainment in 1997 and serves as President; he previously served as President of Entertainment at BET (2005–2008) and is a Harvard College graduate . He is age 62 and was serving as a director as of April 15, 2025 (his signature appears on the FY2024 10-K) . The board has determined he is independent; he serves on the Compensation Committee and chairs the Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudlin Entertainment | Founder & President | 1997–present | Founder/President leading entertainment projects |
| Black Entertainment Television (BET) | President of Entertainment | 2005–2008 | Senior content leadership |
| Milestone Media | Co-owner | Not disclosed | Co-owner in comics/media IP |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCLA School of Theater, Film and Television | Board member | Not disclosed | Non-profit/academic governance role |
Board Governance
- Independence: The board determined that Hudlin is an “independent director” under OTCQX standards .
- Committee assignments: Member, Compensation Committee (Lisa Harrington, Chair); Chair, Nominating Committee (with Julian Nemirovsky as member) .
- Audit Committee: He is not an audit committee member; audit is chaired by Alexandre Zyngier, who is the audit committee financial expert .
- Independent director sessions: Independent directors will have regularly scheduled meetings with only independents present .
- Classified board: SLAMF has a three-class staggered board (terms generally three years) .
Fixed Compensation
SLAMF (a SPAC) discloses no director or executive cash compensation prior to completion of a business combination.
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer | $0 | “None of our executive officers or directors have received any cash compensation for services rendered to us” (pre-business combination) |
| Committee/Chair fees | $0 | No fees disclosed pre-business combination |
| Meeting fees | $0 | No fees disclosed pre-business combination |
The company reimburses the Sponsor (not paid to directors directly) $10,000 per month for office space and administrative services until a business combination or liquidation; out-of-pocket expenses for directors/officers may be reimbursed and are reviewed quarterly by the Audit Committee .
Performance Compensation
No equity or performance-based compensation is paid to directors prior to a business combination.
| Item | Status | Notes |
|---|---|---|
| RSUs/PSUs | None disclosed | No equity-based director pay pre-business combination |
| Stock options | None disclosed | No equity-based director pay pre-business combination |
| Performance metrics (e.g., revenue, EBITDA, TSR) | Not applicable | No director incentive plans pre-combination |
| Clawback policy | Referenced | “Clawback Policy” referenced; no specific terms disclosed in provided excerpts |
Other Directorships & Interlocks
| Company (Public) | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships for Hudlin were disclosed in the FY2024 10-K |
- Compensation Committee interlocks: The company discloses that none of its executive officers served on the compensation committee of another entity with an interlocking relationship; no interlock issues are indicated for SLAMF’s committee composition .
Equity Ownership
| As-Of Date | Security | Shares Beneficially Owned | Approx. % of Class | Notes |
|---|---|---|---|---|
| Nov 22, 2024 | Class B Ordinary Shares | 30,000 | <1% | Directly owned by Mr. Hudlin |
| Jun 5, 2025 | Class B Ordinary Shares | 30,000 | <1% | Directly owned by Mr. Hudlin |
- Founder shares (Class B) convert into Class A at the time of the initial business combination (explicitly stated for Sponsor founder shares, the same conversion mechanism applies to Class B founder shares generally) .
- No disclosures found of hedging or pledging by Hudlin; none indicated in the provided filings.
Related Party Transactions & Potential Conflicts
- Sponsor letter agreement: Hudlin (listed by name as “Reginald Hudlin” among the “Independent Directors”) is a party to the Sponsor Letter Agreement related to the Lynk business combination, agreeing to vote in favor of the merger and related proposals, waive anti-dilution on Class B shares, and not redeem Covered Shares—indicating alignment toward consummating the deal .
- Sponsor/insider incentives: The company’s proxy highlights that the Sponsor and certain directors/officers have significant economic interests that could differ from public shareholders, including: $17,000,000 paid for 11,333,333 private placement warrants; $17,025,000 total invested by initial shareholders; and the potential for substantial profit on founder shares even if Class A trades as low as $1.18 (illustrative), contrasted with total loss if no business combination occurs .
- Voting control: The Sponsor held approximately 93.0% of voting control as of June 5, 2025 (driven by 14,210,000 Class A owned by Sponsor post-conversion and 1,000 Class B), which can limit minority shareholder influence on governance outcomes .
- Administrative fee to Sponsor: $10,000 per month for office/administrative services paid to Sponsor or an affiliate until business combination or liquidation; audit committee reviews such payments quarterly .
- Termination/Severance: The company is not party to agreements providing benefits upon termination for executives or directors .
Expertise & Qualifications
- Strategic/industry: Senior leadership in entertainment content creation and distribution (BET), entrepreneurial founder and producer with decades of creative and operational experience .
- Governance: Chair of Nominating Committee; member of Compensation Committee; board independence confirmed .
- Education: Harvard College graduate .
- Civic/academic: Board role at UCLA School of Theater, Film and Television; multiple honors from civic organizations .
Governance Assessment
Strengths
- Independent director with defined committee roles; chairs Nominating Committee and serves on Compensation Committee—positions that influence director selection and pay oversight .
- Broad executive experience in media/entertainment and company-building, potentially additive for target evaluation and post-merger brand/content strategy .
Watch items and RED FLAGS
- SPAC-specific conflicts: Hudlin’s founder shares (30,000 Class B) and participation in the Sponsor Letter Agreement to vote for the business combination and not redeem create incentives favoring deal completion over liquidation—a standard SPAC risk that can affect perceived independence in transaction evaluations .
- Concentrated voting power: Sponsor’s ~93% voting control (June 2025) substantially limits public shareholder influence on governance and director accountability, elevating concerns about effective minority protections and oversight .
- Director compensation transparency: No pre-combination director pay (cash/equity) is positive for cost discipline, but it also means economic exposure is primarily via founder shares, which can misalign with public shareholder outcomes in adverse scenarios .
- Attendance and engagement metrics are not disclosed in provided filings—an information gap investors often monitor; independent sessions are “regularly scheduled” but frequency and attendance are not provided .
Overall, Hudlin brings relevant industry expertise and holds key governance roles; however, SPAC-specific structural incentives (founder shares, sponsor agreements) and concentrated sponsor voting control are notable governance risks that investors should weigh, particularly when assessing deal evaluation rigor and alignment with public shareholders .