Joseph Hammer
About Joseph Hammer
Joseph Hammer, age 46, is Chairman of the Board at Trailblazer Merger Corporation I (TBMC). He serves as Chief Investing Officer at LHX (since Feb 2025) and previously held the same CIO role at LH Financial beginning in 2010 . Hammer is not an independent director; TBMC identifies Barak Avitbul, Olga Castells, and Patrick Donovan as its independent directors . He is designated as a proxy holder for TBMC’s annual meeting, reflecting active engagement in shareholder processes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LHX (family office) | Chief Investing Officer | Feb 2025–present | Sources investments; provides guidance on family investments, including Middle East focus |
| LH Financial | Chief Investing Officer | 2010–Feb 2025 | Sourcing and guidance on investments and mergers for the family office |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Gratitude Railroad LLC | Board Member | Private investment community | Impact investing platform focused on environmental and social problems |
| The JDH Foundation | Founder | 501(c)(3) | Supports local and international charitable causes |
| Chai Lifeline, Inc. | Chairman, Executive Committee | Non-profit | Health support network for children, families and communities |
| The Duvdevan Foundation | Board Member | Non-profit | Supports elite IDF unit soldiers |
Board Governance
- Board classes: Hammer’s term expires at the third annual meeting (Class III) .
- Independence: Board majority intended to be independent; independent directors meet in executive sessions .
- Nominating: No standing nominating committee; independent directors (Avitbul, Castells, Donovan) recommend nominees; intent to form corporate governance/nominating committee as required .
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit Committee | Avitbul, Castells, Donovan | Donovan | All independent; Donovan is designated audit committee financial expert |
| Compensation Committee | Avitbul, Castells, Donovan | Avitbul | All independent; scope includes executive compensation oversight and equity plans |
Fixed Compensation
- TBMC discloses that prior to consummation of its initial business combination, no cash retainers, equity awards, or other compensation of any kind are paid to the sponsor, officers, directors, or affiliates; only bona fide out-of-pocket reimbursements are permitted, reviewed quarterly by the audit committee .
| Component | Amount/Status | Notes |
|---|---|---|
| Annual retainer (cash) | None | No compensation of any kind pre-business combination |
| Committee membership/Chair fees | None | No compensation of any kind pre-business combination |
| Meeting fees | None | No compensation of any kind pre-business combination |
| Equity compensation (RSUs/PSUs/Options) | None | No compensation of any kind pre-business combination |
| Expense reimbursement | Allowed | Audit committee reviews quarterly; no cap disclosed |
Performance Compensation
- No performance-based compensation is paid pre-business combination; after completion, directors or management who remain may be paid consulting or management fees, to be disclosed at that time. No performance metrics, targets, or equity vesting terms are disclosed for directors currently .
| Performance Component | Metrics/Terms | Status |
|---|---|---|
| Bonus/PSUs/TSR-linked awards | None disclosed | No director compensation pre-business combination |
| Post-combination consulting fees | Not yet determined | Possible after closing; to be disclosed when known |
Other Directorships & Interlocks
| Entity | Role/Relationship | Interlock/Conflict Note |
|---|---|---|
| Trailblazer Sponsor Group, LLC | Manager | Hammer may be deemed beneficial owner and has voting/dispositive control over sponsor-held securities |
| TBMC (proxy process) | Proxy appointee | Appointed as a proxy for annual meeting voting |
Expertise & Qualifications
- Investment sourcing and family office CIO experience; philanthropic leadership and board roles across non-profits .
- Not identified as audit committee financial expert; not a member of audit or compensation committees .
Equity Ownership
- Concentrated ownership via sponsor controlled by Hammer.
| Holder | Shares Beneficially Owned | % of Outstanding Shares | As-of Date |
|---|---|---|---|
| Joseph Hammer (via Trailblazer Sponsor Group, LLC) | 2,119,500 | 47.11% | Sept 2, 2025 |
| Joseph Hammer (via Trailblazer Sponsor Group, LLC) | 2,119,500 | 47.1% | Mar 24, 2025 |
- TBMC notes Hammer “may be deemed” beneficial owner of sponsor-held shares with voting/dispositive control; officers/directors otherwise disclaim beneficial ownership beyond pecuniary interest .
Governance Assessment
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Positives:
- Independent audit and compensation committees; designated audit committee financial expert (Donovan) .
- Regular independent director executive sessions; related-party transaction policy with audit committee pre-approval and majority of disinterested independent directors required .
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Concerns and potential conflicts:
- Non-independent Chair with effective control: Sponsor holds ~47% of voting power; Hammer manages sponsor and controls voting/dispositive power. This concentration can materially influence outcomes and raises alignment concerns .
- Sponsor financing and preferential rights:
- Sponsor’s promissory note includes most-favored-nation and participation rights post-combination; outstanding principal converts into preferred stock at closing—terms that can advantage sponsor relative to public holders .
- Affiliate financing to target: Alpha Capital Anstalt (affiliate of sponsor) provided $3.4m in 2024 convertible notes and an additional $2.6m, plus a $1.0m Feb 2025 note to Cyabra—creating related-party exposure in the contemplated business combination .
- Vote influence strategies: Sponsor/affiliates may purchase public shares and enter non-redemption agreements to secure votes for extensions or proposals (subject to certain limitations), signaling control dynamics that can dilute public stockholder influence .
- Listing/liquidity risk: High redemptions could jeopardize Nasdaq listing, reducing liquidity and potentially impairing ability to complete the combination—an investor confidence risk .
RED FLAG: Sponsor-controlled Chair with ~47% voting power, related-party financing to target, and MFN/convertible preferred rights via promissory note indicate elevated conflict risk and governance entrenchment .
RED FLAG: Mechanisms to purchase public shares and secure favorable votes for extensions/non-redemption agreements can undermine independent shareholder decision-making .
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Attendance: Not disclosed in filings reviewed; no data on director meeting attendance rates.
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Compensation alignment: No director pay pre-business combination; alignment is primarily through sponsor equity control—public investor alignment depends on post-combination governance and compensation practices .
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Independence: Hammer is not independent; all committee leadership resides with independent directors, which partially mitigates oversight risks .