Jonathan Darnell
About Jonathan Darnell
Jonathan Darnell is Chief Financial Officer (principal financial and accounting officer) of AltEnergy Acquisition Corp. (AEAE) and has served since the company’s inception in 2021 . He previously founded Patolan Partners and has 30+ years in U.S. alternative energy finance and policy; he is a Managing Director at AltEnergy (since 2016), a Trustee and Investment/Audit Committee member at Green Century Capital Management, and a Managing Director at Pickwick Capital Partners (Series 7/63) . Education: AB magna cum laude, Princeton; MBA (Finance), Wharton . Age disclosure: 61 in AEAE’s October 2021 S-1/A . Company-level performance metrics (TSR, revenue/EBITDA growth) are not used for his compensation; as a SPAC CFO, compensation is primarily time-based consulting and contingent on business combination closing .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Morgan Stanley & Co. | Vice President | Not disclosed | Advised clients with total capital >$5B |
| The Public Interest Network | Senior management | Not disclosed | Led major environmental org initiatives; later Telefund CEO (45% profit CAGR over 10 years) |
| Telefund, Inc. | Chief Executive | Not disclosed | Achieved 45% CAGR in profit for 10 years |
| Patolan Partners | Founder | Not disclosed | Sourced >$450MM capital commitments (utility-scale solar/wind, Eos Energy Storage equity) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AltEnergy, LLC | Managing Director | Since 2016 | Private equity focused on alternative energy |
| Green Century Capital Management | Trustee; Investment & Audit Committee member | Not disclosed | First pure environmentally screened, fossil-free mutual fund family |
| Pickwick Capital Partners, LLC | Managing Director | Since 2016 | Holds Series 7/63 licenses |
Fixed Compensation
| Element | Terms | Dates/Status | Amount/Accrual |
|---|---|---|---|
| Monthly consulting fee | $15,600 per month for CFO services (independent consultant) | Effective Feb 1, 2021 through business combination or termination | $15,600/month |
| Amendment | From Apr 1, 2022, $10,400/month paid; additional $5,200/month accrues and is payable only if a business combination closes | In force from Apr 1, 2022 | $10,400 paid; $5,200 contingent/month |
| Amendment | From Jan 1, 2023, 100% of $15,600/month is accrued and payable only upon closing of a business combination; if no close, accrued amount not due/paid | In force from Jan 1, 2023 | $15,600/month accrued |
| One-time fee | $150,000 upon consummation of initial business combination | Contingent; payable at closing | $150,000 |
Accrued compensation balance:
| Metric | Dec 31, 2024 | Sep 30, 2025 |
|---|---|---|
| Accrued consulting fees payable to CFO (if business combination closes) | $421,200 | $561,600 |
Recognized expense in period:
| Period | Amount |
|---|---|
| Three months ended Sep 30, 2025 | $46,800 |
| Nine months ended Sep 30, 2025 | $140,400 |
Notes:
- If no business combination occurs, contingent portions and accrued balances are not payable .
- AEAE is a SPAC; no traditional base salary/benefits are disclosed; compensation is delivered via consulting arrangements .
Performance Compensation
| Metric/Trigger | Weighting | Target/Condition | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Closing of initial business combination (change-in-control equivalent for SPAC) | Not disclosed | Consummation of business combination | $150,000 one-time fee | Paid at close |
| Monthly consulting amounts (post-1/1/2023) | Not applicable | Accrual of $15,600/month | Payable only upon closing; $561,600 accrued as of 9/30/2025 | Paid at close; forfeited if no close |
No revenue/EBITDA/TSR/ESG performance metrics are tied to his compensation in the proxy or 10-Q disclosures .
Equity Ownership & Alignment
| Category | Amount | % of outstanding | Notes |
|---|---|---|---|
| Direct beneficial ownership (as of Mar 24, 2025) | Not reported in table (blank entry) | Not reported | Beneficial ownership table lists Sponsor and CEO; CFO not shown with a direct share count |
| Form 3 at IPO | No securities beneficially owned (as of Nov 8, 2021) | — | Initial statement of beneficial ownership filed at listing |
| Sponsor-related entitlement | 200,000 shares of Company common stock that Mr. Darnell will be entitled to receive from Sponsor interests after business combination and lock-up/forfeiture provisions lapse | Not separately quantified in table | Entitlement contingent on deal closing and lock-up conditions; not an RSU/option grant by AEAE |
| Pledged shares | None disclosed | — | No pledging disclosure in proxy/10-Q |
| Ownership guidelines | Not disclosed | — | No executive ownership guidelines disclosed for SPAC officers |
Employment Terms
| Term | Detail |
|---|---|
| Role | Independent consultant performing CFO duties |
| Start date | Effective Feb 1, 2021 |
| Term | Through consummation of business combination (unless earlier termination) |
| Termination | Company may terminate without notice for cause; may terminate for any reason with 180 days’ notice; consultant may terminate with 60 days’ notice; upon termination, only accrued Consulting Fee through termination date is payable |
| Change-of-control economics | $150,000 payment at closing of a business combination; post-2023 accruals paid only if business combination closes |
| Severance | Not disclosed beyond notice terms; no severance multiple disclosed |
| Non-compete / non-solicit | Not disclosed in consulting letter |
| Perquisites / benefits | Not disclosed |
Governance, Controls, and Risk Indicators
- Material weaknesses and restatements: AEAE reports unresolved material weaknesses in disclosure controls and ICFR through Sep 30, 2025; prior restatements included errors in accounting for non-redemption agreements and for consulting fees under the CFO agreement (led to restatements of 2023 quarterly reports) . This is a governance red flag and heightens execution risk for financial reporting during his tenure as principal financial officer .
- Section 302 and 906 certifications: Darnell signed the CFO 302/906 certifications for the Q3 2025 10-Q, reinforcing his role as principal financial and accounting officer .
Compensation Structure Analysis
- Shift to at-risk, deal-contingent cash: Amendments moved the entire $15,600/month consulting fee to accruals payable only upon a successful business combination (from 1/1/2023), increasing at-risk compensation and aligning incentives to closing a deal . However, this structure may create pressure to complete a transaction even if target quality is mixed (SPAC-specific agency risk) .
- No equity awards from AEAE; sponsor-linked equity: No RSUs/options disclosed for the CFO; instead, Darnell is entitled to 200,000 shares from Sponsor interests post-deal and lock-up, which may create post-lock-up selling pressure but also aligns with deal completion .
- Guaranteed vs performance mix: Compensation is predominantly time-based consulting plus a transaction close trigger; no revenue/EBITDA/TSR metrics are used .
- Related-party dynamics: CFO is paid via consulting agreement and amendments; prior accounting errors related to this agreement necessitated restatements, a governance concern requiring enhanced oversight by the audit function .
Investment Implications
- Incentive alignment: Darnell’s pay is explicitly contingent on closing a business combination (monthly accruals and $150,000 close fee), aligning him to consummate a deal, though this introduces SPAC-typical “close-at-all-costs” risk .
- Potential selling pressure: Entitlement to 200,000 shares via Sponsor after lock-up could lead to incremental supply post-combination; monitor lock-up expiration and any Form 4 filings for sales .
- Governance and control risk: Persistent material weaknesses and prior restatements (including misaccounting for the CFO consulting agreement) elevate reporting risk until remediated; this can impact investor confidence and increase audit/regulatory scrutiny .
- Retention risk: If no business combination closes, accrued fees are not payable, which could impair retention but also conserves cash; if a transaction is imminent, incentives are strong to remain through close .
- Ownership alignment: No direct AEAE equity grants; alignment is primarily through Sponsor economics and post-close entitlement rather than ongoing performance equity tied to operating metrics—appropriate for a SPAC pre-merger but less indicative of long-term operating alignment .
Overall, Darnell’s incentives are tightly coupled to completing AEAE’s business combination, with minimal traditional salary/bonus and no operating metric-based equity. Persistent control weaknesses are the key red flag; post-merger, investors should watch for revamped compensation structures with performance metrics, lock-up expirations, and remediation progress on ICFR .