Kenneth Goldman
About Kenneth Goldman
Kenneth A. Goldman (age 76) is an independent director and Audit Committee chair for Ares Acquisition Corporation II’s post-combination company, serving as a Class III director. He was previously CFO of Yahoo! (2012–2017) and Fortinet (2007–2012), President of Hillspire LLC (2017–2022), and holds a B.S. in Electrical Engineering from Cornell and an MBA from Harvard Business School. The board has determined he qualifies as an audit committee financial expert and is independent under Nasdaq and Rule 10A-3 requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | Chief Financial Officer | Oct 2012 – Jun 2017 | Led finance, reporting; national tech platform governance |
| Fortinet Inc. | SVP & Chief Financial Officer | Sep 2007 – Oct 2012 | Security tech finance leadership |
| Hillspire LLC | President | Sep 2017 – Apr 2022 | Family office management leadership |
| PCAOB Standing Advisory Group | Member | Jan 2015 – Dec 2017 | Standard-setting advisory |
| PCAOB Investor Advisory Group | Member | Since Feb 2024 | Investor-focused accounting oversight input |
| FASB Primary Advisory Group | Member | Dec 1999 – Dec 2003 | Accounting standard advisory |
| Value Reporting Foundation | Director | Jul 2018 – Jul 2021 | Sustainability reporting oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Fortinet, Inc. | Director | Current | Cybersecurity; potential industry adjacency, no related-party disclosures |
| RingCentral, Inc. | Director | Current | Cloud communications |
| C3.ai, Inc. | Director | Current | Enterprise AI software |
| Zuora, NXP, TriNet | Director | Prior | Enterprise software, semis, HR solutions |
Board Governance
- Committee assignments: Audit Committee chair; Nominating & Corporate Governance Committee member; the Board affirmed his independence (Nasdaq/Rule 10A-3) .
- Election timeline: Director of Legacy Kodiak starting May 2025; elected to the post-combination board on Sep 24, 2025 and classified as Class III; James Reed is Chairperson of the Board .
- Audit Committee expertise: Designated audit committee financial expert; oversees auditors, internal controls, reporting, and cash management/tax policies .
- Independence status: Independent director determination disclosed in 8-K .
- Attendance: Not disclosed in available filings (no attendance rates provided) .
Fixed Compensation
| Company/Context | Component | Amount/Terms | Notes |
|---|---|---|---|
| Pre-Business Combination (Legacy Kodiak) | Cash fees | None disclosed | No formal director cash program; expense reimbursement only |
| AACT SPAC general independent director policy | Annual cash retainer | $150,000 per year | AACT pays independent directors; Goldman not listed as AACT director pre-BC |
Performance Compensation
| Award Type | Shares/Options | Grant Date | Grant-Date Fair Value | Vesting/Performance Metrics |
|---|---|---|---|---|
| Legacy Kodiak Stock Options | 276,414 options | 2025 (upon initial appointment) | $1,252,155 (Goldman) | Vesting schedule not detailed; no specific performance metrics disclosed for director awards |
The Compensation Committee charter authorizes adoption/amendment of clawback policies and reviews compensation risk, but specific clawback terms tied to director awards were not disclosed .
Other Directorships & Interlocks
| Relationship Type | Entity | Potential Interlock | Disclosure Status |
|---|---|---|---|
| External board | Fortinet | Technology/security; no supplier/customer linkage to AACT/Kodiak disclosed | No related party transactions noted for Goldman |
| External board | RingCentral | Cloud communications | No related party transactions noted |
| External board | C3.ai | AI software | No related party transactions noted |
- SPAC sponsor influence: AACT sponsor retains rights to nominate three directors post-business combination, which can shape board composition; Allyson Satin (Ares) is on the board, highlighting sponsor presence. No indication that Goldman is a sponsor nominee; independence affirmed .
Expertise & Qualifications
- Financial governance: Extensive CFO experience (Yahoo!, Fortinet), audit committee financial expert designation .
- Standards/oversight: PCAOB and FASB advisory roles; VRF board service .
- Education: B.S. Electrical Engineering (Cornell), MBA (Harvard Business School) .
- Industry breadth: Technology, cybersecurity, AI; adds capital markets and reporting rigor .
Equity Ownership
| Company | Security | Beneficial Ownership | Notes |
|---|---|---|---|
| Kodiak (post-combination) | Common Stock | Less than 1% beneficial ownership | Exact share count not listed for Goldman in principal holders table |
| Legacy Kodiak Options | Options | 276,414 options granted | Grant-date FV $1,252,155; aligns director interests via equity |
- Pledging/hedging: No pledging or hedging disclosures for Goldman found in reviewed documents .
- Ownership guidelines: No director stock ownership guidelines disclosures identified for Kodiak in reviewed sections .
Governance Assessment
- Strengths: Independent status and Audit Committee chair role with audit committee financial expert designation support robust financial oversight and disclosure quality; equity options provide alignment with shareholder value creation .
- Watch items: Multiple public boards may constrain time/engagement; SPAC sponsor’s nomination rights can influence board dynamics, though Goldman’s independence is explicitly affirmed .
- Compensation mix: Heavy initial equity grant (no cash fees pre-BC) promotes long-term orientation; absence of disclosed performance metrics/clawbacks on director awards is typical but limits pay-for-performance linkage at the director level .
- Conflicts/related-party: No related party transactions disclosed for Goldman; committee independence and Rule 10A-3 compliance mitigate conflict risk .
RED FLAGS
- None disclosed specific to Goldman (no attendance issues, related-party transactions, pledging, or option repricing identified). Monitor aggregate board time commitments and sponsor influence on board composition going forward .