Janice Bryant Howroyd
About Janice Bryant Howroyd
Independent director of ShoulderUp Technology Acquisition Corp. (SUAC) since November 19, 2021, and founder/CEO of ActOne Group (since September 1978). Education: B.A. in English, North Carolina A&T State University. SUAC Board designates her as independent; she serves on Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ActOne Group | Founder & CEO | Since Sep 1978 | Leads global employment and talent management solutions |
| White House Initiative on HBCUs | Board of Advisors (prior service) | Not disclosed | National advisory role on HBCUs |
| FCC Advisory Committee on Diversity & Digital Empowerment | Advisory member | Not disclosed | Encouraging women/minority digital enterprises |
| Los Angeles Economic Development Corporation | Board member | Not disclosed | Regional economic development oversight |
| Women’s Business Enterprise National Council (WBENC) Global Business Committee | Committee member | Not disclosed | Promotes opportunities for women-owned businesses |
| Athena Technology Acquisition Corp. | Director/officer (prior) | 2021 | Prior SPAC governance experience |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| ActOne Group | Private company | Founder & CEO | International talent/technology enterprise |
| LAEDC | Non-profit | Board member | Regional economic development |
| WBENC Global Business Committee | Non-profit | Committee member | Women-owned business advocacy |
| White House Initiative on HBCUs | Government advisory | Advisor (prior) | Federal advisory capacity |
| FCC Advisory Committee | Government advisory | Advisor | Diversity & digital empowerment |
| Athena Technology Acquisition Corp. | Public (SPAC) | Director/officer (prior) | Prior de-SPAC experience |
Board Governance
- Independence and structure: SUAC Board determined Howroyd is independent under NYSE standards; Board had 4 meetings in 2024, and all directors attended at least 75% of meetings; independent director sessions are regularly scheduled .
- Committee assignments:
- Audit Committee member; committee oversees financial reporting, auditor independence, pre-approves audit/non-audit services; audit committee financial expert designated as Shawn Henry (not Howroyd) .
- Compensation Committee member; committee reviews CEO pay goals, officer compensation plans, and director remuneration policies (pre-business combination there is generally no compensation activity) .
Board activity metrics:
| Metric | FY 2024 |
|---|---|
| Board meetings (count) | 4 |
| Attendance threshold achieved | ≥75% for all directors |
| Independence status | Independent director |
| Audit Committee role | Member (not financial expert) |
| Compensation Committee role | Member |
Fixed Compensation
SUAC’s pre-business combination policy: no cash or equity compensation to directors or officers, other than a $10,000/month administrative fee paid to the sponsor for office space and support; directors receive expense reimbursement only .
| Component | FY 2024 | Notes |
|---|---|---|
| Annual retainer (cash) | — | No director cash fees paid pre-business combination |
| Committee membership fees | — | No committee cash fees paid |
| Meeting fees | — | Not paid; expense reimbursements only |
| Other fixed pay | — | $10,000/month admin fee to sponsor (not director pay) |
Performance Compensation
SUAC does not pay performance-based compensation (bonuses, RSUs/PSUs, options) to directors prior to consummation of a business combination .
| Metric | Plan/Target | FY 2024 Actual |
|---|---|---|
| Bonus metrics (Revenue/EBITDA/TSR/ESG) | None | None |
| Equity grants (RSUs/PSUs/options) | None | None |
| Vesting/COC provisions | N/A | N/A |
| Clawbacks/gross-ups | N/A | N/A |
Other Directorships & Interlocks
- Prior role at Athena Technology Acquisition Corp., a SPAC, provides de-SPAC governance experience and SPAC market familiarity .
- Government/non-profit advisory roles (FCC, HBCU Initiative, LAEDC, WBENC) indicate external policy and stakeholder networks .
Expertise & Qualifications
- Founder/CEO experience in talent and technology (ActOne) with decades of operating leadership .
- Public policy and diversity/digital empowerment advisory credentials (FCC, HBCU) .
- Education: B.A. in English (North Carolina A&T State University) .
Equity Ownership
Direct beneficial ownership at SUAC (as of the 2024 10-K): none recorded for Howroyd individually. SUAC’s sponsor (ShoulderUp Technology Sponsor LLC) holds 11,800,000 Class A shares; each officer/director may have indirect economic interests in the sponsor but disclaims beneficial ownership except to the extent of pecuniary interest .
| Holder | Class A Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Janice Bryant Howroyd | 0 | 0.00% | No direct shares disclosed |
| ShoulderUp Technology Sponsor LLC | 11,800,000 | 95.88% | Sponsor-held; directors may have indirect interests; Howroyd disclaims except pecuniary interest |
Pledging/hedging, ownership guidelines, and time-to-compliance: not disclosed in SUAC filings .
Governance Assessment
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Strengths:
- Independent director with dual committee roles (Audit, Compensation), contributing to oversight of financial reporting and pay governance .
- Attendance/engagement: Board met 4 times; all directors met at least 75% attendance; independent sessions planned, supporting board effectiveness .
- Prior SPAC governance exposure (Athena) adds relevant transactional experience .
-
Potential conflicts and red flags to monitor:
- SPAC sponsor economics: all officers/directors have indirect economic interests in the sponsor and founder-share structures can create incentives to consummate a deal even if public shareholders’ returns are pressured. SUAC discloses these conflicts and the risk that sponsor economics may diverge from public investor interests .
- No direct SUAC share ownership by Howroyd enhances independence but may limit direct “skin-in-the-game” alignment; indirect sponsor interests may still exist (disclaimed except pecuniary interest) .
- SUAC risk environment: material weakness identified in internal control and excise tax liabilities from redemptions raise broader governance context considerations (company-level) around controls and post-combination readiness; committee oversight should continue to track remediation .
Overall, Howroyd brings operating and governance experience with clear independence and committee engagement. The primary governance risk is inherent to SPAC structures (sponsor incentives and related party dynamics), not specific misconduct, warranting continued disclosure vigilance and robust committee oversight .