Ryan Bright
About Ryan Bright
Ryan Bright is Chief Financial Officer of Slam Corp (SLAMF), appointed October 4, 2023, and age 47 as disclosed in SLAM’s FY2024 10‑K . His background spans transaction advisory (Lucidus Capital), investor relations, and registered investment advisory (Fiducia Capital), with earlier private equity sourcing for a Dallas family office; current roles include Special Advisor to Direct Selling Acquisition Corp (since Feb 2021) and co‑founder of Direct Selling Capital Advisors (May 2019) . SLAM is a SPAC with no operating revenues; executive pay is minimal and equity alignment comes via founder shares and lock‑ups, not cash incentives; firm context includes OTCQX trading following Nasdaq delisting and substantial redemptions, with a going‑concern note tied to the June 25, 2025 deadline to close a business combination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Direct Selling Acquisition Corp | Special Advisor | Feb 2021–present | SPAC advisory; transaction and capital markets guidance |
| Direct Selling Capital Advisors | Co‑Founder | May 2019–present | Boutique advisory; founding leadership and deal execution |
| Lucidus Capital, LLC | President & Managing Partner | n/a | Transaction advisory leadership (boutique firm) |
| International IR firm (Dallas office) | Managing Director | n/a | Led IR for Nasdaq/NYSE companies; investor messaging and access |
| Fiducia Capital Management, LP | Co‑Founder; Registered Investment Adviser | 2003–2007 | Managed public equity portfolios for private partnerships |
| Dallas‑based family office | Private equity sourcing | Early career | Originated PE deals; advised large private foundation investments |
External Roles
| Organization | Role | Nature |
|---|---|---|
| Direct Selling Acquisition Corp | Special Advisor | External SPAC advisory role |
| Direct Selling Capital Advisors | Co‑Founder | External boutique advisory firm |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Base Salary | $0 | “None of our executive officers or directors have received any cash compensation” |
| Target Bonus % | Not disclosed | No cash bonus plans disclosed |
| Actual Bonus Paid | $0 | No bonuses paid |
| Admin/Office Support | $10,000/month (to Sponsor) | Paid to Sponsor for office/admin; not executive pay |
| Expense Reimbursement | As incurred | Out‑of‑pocket expenses reimbursable; audit committee oversight |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| None disclosed | — | — | — | — |
| Executives may be paid consulting/management fees only after a business combination; no limits disclosed and determined by independent directors of post‑combination entity . |
Equity Ownership & Alignment
| Item | Quantity/Status | Terms |
|---|---|---|
| Founder Shares (Class B) beneficially owned | 5,000 | Direct ownership reported for Ryan Bright |
| Conversion | Class B converts 1:1 into Class A at business combination; will never convert <1:1 | Anti‑dilution mechanics maintain 20% pool (subject to exclusions) |
| Founder Share Lock‑up | 1 year post‑business combination; earlier release if Class A trades ≥$12 for 20/30 days ≥150 days post‑close, or upon liquidity transaction | Applies to founder shares transferred to officers/directors |
| Topco Lock‑ups post‑merger (Slam Parties incl. Bright) | 50% of Topco shares locked 12 months; remaining 50% locked 18 months; 6‑month lock on Topco shares issued for warrant conversion | Per Lock‑Up Agreement terms at closing |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans pledging, hedging, short sales, and public options |
| Voting/Redemption commitments | Vote “FOR” merger/warrant conversion; waive anti‑dilution; agree not to redeem Covered Shares | Sponsor Letter Agreement (Slam Parties include Ryan Bright) |
Employment Terms
| Term | Detail |
|---|---|
| Start date as CFO | October 4, 2023 |
| Employment contract term | Not disclosed; officers serve at Board discretion |
| Severance/change‑of‑control | None; “We are not party to any agreements…that provide for benefits upon termination of employment.” |
| Clawback | Clawback Policy adopted per SEC 10D; applies to current/former executive officers |
| Insider trading controls | Policy prohibits trading on MNPI; bans hedging/pledging; limits standing orders |
| Non‑compete/non‑solicit/garden leave | Not disclosed |
Compensation Committee Analysis
- Committee members: Reggie Hudlin (Chair), Lisa Harrington (Chair of Comp), independent directors; charter covers CEO/CFO/President pay decisions, incentive plans, perquisites, and required disclosures .
- Independence and oversight: Independent committee with authority to hire independent advisors and assess their independence .
Performance & Track Record
- Company status and timeline: SLAM must complete a business combination by June 25, 2025 or liquidate; substantial doubt raised about going concern absent completion; sponsor loans extended the timeline (New Note and December 2024 Note) .
- Market context: Nasdaq delisting (Aug 2024) due to SPAC rule timing; Class A shares, units, and warrants trade on OTCQX (SLAMF/SLMUF/SLMWF) from Sept 19, 2024 .
- Business combination process: Agreement with Lynk Global amended multiple times in 2024; backstop with Antara up to $25M; Slam Parties (incl. Bright) committed to support and not redeem .
Investment Implications
- Alignment: No cash pay or bonuses; economic upside primarily via 5,000 founder shares and post‑combination Topco share lock‑ups, which materially align incentives to close and support the merger rather than short‑term selling; hedging/pledging prohibited—reducing misalignment risk .
- Retention/pressure: Founder/Topco lock‑ups (12–18 months) limit near‑term selling pressure post‑deal; absence of employment agreements/severance suggests limited contractual retention but typical for SPACs; compensation post‑combination may be set by independent directors at the new company .
- Execution risk: SLAM faces a hard deadline (June 25, 2025), going‑concern warning, and prior heavy redemptions—heightening transaction execution risk; Bright is party to Sponsor Letter commitments to vote for merger and refrain from redemption, indicating internal alignment, but macro/liquidity factors remain critical .
- Governance: Active compensation and audit committees with independent directors; Clawback Policy in place enhances pay‑for‑performance accountability post‑combination .
Note: Items such as TSR, revenue/EBITDA growth, non‑competes, severance multiples, and specific incentive metrics are not disclosed in company filings and therefore omitted. All data points and terms above are sourced from SLAM’s FY2024 10‑K and DEF 14A .