Michael Salvator
About Michael Salvator
Independent director; age 53; on AEAE’s board since the IPO period (listed as a director in 2021 filings). Current role: Chief Operating Officer at Stone Canyon Industries Holdings (since 2017). Prior roles include Senior Managing Director and CFO at J.H. Whitney & Co. (1997–2017) and earlier accounting roles at Arthur Andersen and Grant Thornton. The board has determined Salvator is independent and he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.H. Whitney & Co. | Senior Managing Director & Chief Financial Officer | 1997–2017 | Led accounting, compliance, finance, investor relations; member of Investment Committee; served on boards of several companies, including Viridity Energy |
| Arthur Andersen; Grant Thornton | Accountant | Early career (dates not disclosed) | Built foundational accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stone Canyon Industries Holdings, Inc. | Chief Operating Officer | 2017–present | Global industrial holding company operations oversight |
| Viridity Energy (and other industrial/manufacturing/consumer/energy companies) | Director (historical) | Not disclosed | Board service experience in energy; details not further specified |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee chair; also serves on Compensation Committee with Campbell and Heimert. AEAE’s board determined Salvator is independent; he is designated an “audit committee financial expert.”
- Director class: Class II (term with Campbell) as disclosed in S-4; board divided into three classes.
- Attendance/engagement: No meeting attendance figures disclosed in available filings; nominating & governance committee had not met as of the S-4 filing.
- Key governance controls: Audit Committee charter includes review/approval of related-party transactions (Item 404) before entry.
Fixed Compensation
AEAE is a SPAC; directors are not paid retainers/fees before the business combination. Out-of-pocket expenses may be reimbursed; an affiliate of the Sponsor accrues $15,000/month for office/administrative support (payable only at closing or liquidation).
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (director) | $0 prior to business combination |
| Committee chair/member fees | $0 prior to business combination |
| Per-meeting fees | $0 prior to business combination |
| Expense reimbursement | Allowed for out-of-pocket expenses incurred for SPAC activities (paid from funds outside trust) |
| Admin services (Sponsor affiliate) | $15,000/month; accrues; payable at closing or liquidation |
Performance Compensation
No director equity awards, PSUs/RSUs, options, or performance-linked payouts prior to the business combination. Sponsor-related contingent equity interests exist for certain directors upon closing.
| Metric/Instrument | Terms |
|---|---|
| Contingent equity from Sponsor | Salvator will be entitled to receive 20,000 shares from the Sponsor upon successful business combination, after lock-ups and subject to no forfeitures (Sponsor holds the shares; allocation contingent). |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Stone Canyon Industries Holdings | COO | Industrial holding company; no disclosed business with AEAE; monitor for potential related-party dealings post-combination. |
| Historical: Viridity Energy | Director | Prior energy board service; no current interlock disclosed with AEAE operations. |
Expertise & Qualifications
- Finance/accounting depth: Former CFO at a major private equity firm; early career with Big Four/major accounting firms; designated “audit committee financial expert.”
- Transaction governance: Experience in investment committee oversight and board service across industrial/energy sectors (useful for diligence and post-combination controls).
Equity Ownership
AEAE does not list Salvator’s individual beneficial stake separate from the Sponsor in recent proxies; directors hold interests in the Sponsor that may entitle them to shares post-combination.
| Holder/Interest | Shares | % of Outstanding | Notes |
|---|---|---|---|
| AltEnergy Acquisition Sponsor LLC | 5,750,000 (includes 250,000 Class B) | ~78% of outstanding Common Stock eligible to vote at record date | Sponsor is managed by CEO Russell Stidolph; controls extension votes; directors have interests in Sponsor. |
| Salvator contingent allocation (from Sponsor) | 20,000 | Not disclosed | Contingent on closing; subject to lock-ups/forfeiture conditions per Sponsor. |
| Shares pledged/hedged | Not disclosed | — | No pledging/hedging disclosures found. — |
Governance Assessment
-
Positives
- Independence and financial oversight: Salvator is classified as independent and serves as audit committee financial expert; chairs Compensation Committee—strengthens board oversight in key governance domains.
- Related-party controls: Audit Committee charter mandates pre-approval of Item 404 related-party transactions, providing a formal review mechanism.
-
Risks and potential conflicts
- Sponsor control of vote and extensions: Sponsor controls ~78% of voting power and has repeatedly extended the SPAC timeline; in 2025 the board made no recommendation to public stockholders on extension while disclosing Sponsor will vote “for,” effectively determining outcomes regardless of public votes. RED FLAG for minority-holder disenfranchisement/optics.
- Economic interests via Sponsor: Directors (including Salvator) have interests in Sponsor that can result in founder-share allocations upon closing (20,000 shares to Salvator), which may create perceived incentives misaligned with public stockholders’ redemption preferences. RED FLAG—monitoring alignment.
- Administrative payments to Sponsor affiliate: $15,000/month accrual for office/admin services paid at closing/liquidation; while standard for SPACs, it’s a related-party arrangement requiring tight oversight.
- Multiple affiliations/corporate opportunity waivers: AEAE’s charter renounces certain corporate opportunities; directors have fiduciary obligations to other entities (e.g., Stone Canyon). Requires vigilant handling to avoid conflicts.
- Market listing risk context: AEAE securities were delisted from Nasdaq and trade OTC; adverse liquidity/regulatory optics can heighten governance and compensation scrutiny around any post-combination roles/fees.
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Implications for investors
- Board effectiveness benefits from Salvator’s financial expertise and committee leadership, but Sponsor control and contingent share allocations warrant careful evaluation of decisions around extensions, redemptions, and business combination terms.
- Prioritizing transparent disclosure and robust Audit/Compensation Committee processes (including independent fairness opinions on any affiliate transactions) will be key to maintaining investor confidence.
Contracts and indemnification Salvator executed AEAE’s indemnity agreement and expressly waived claims to the trust account, standard for SPAC directors; indemnification is funded only from outside-trust assets or upon business combination.