Russell Stidolph
About Russell Stidolph
Russell Stidolph (age 49) is Chief Executive Officer and Chairman of AltEnergy Acquisition Corp. (AEAE) and has served since the SPAC’s inception (February 9, 2021). He is Managing Director and founder of AltEnergy, LLC (since 2006) and previously was a Principal at J.H. Whitney & Co.; he chaired Eos Energy Enterprises’ board after serving as director of Eos Energy Storage LLC (director since 2014; chair since 2018, through its business combination with BMRG) and holds a BA from Dartmouth College . Under his tenure, AEAE received multiple term extensions, experienced substantial redemptions (trust reduced from $234.6M to $8.54M), and was delisted from Nasdaq to the OTC Pink in Nov-2024 as the SPAC pursued a merger with Car Tech, LLC .
Key context and performance markers:
- Trust account size fell from $234.6M (Nov-2021 IPO proceeds) to $8.54M as of Dec 31, 2024, following large redemptions ($222.48M in Apr-2023; $9.51M in Apr-2024) .
- AEAE transferred from Nasdaq Global to Nasdaq Capital and then was delisted; its securities now trade on OTC Pink (suspension Nov 5, 2024; Form 25-NSE Mar 21, 2025) .
- The board pursued an amended and restated merger with Car Tech (Feb 14, 2025) with stock-price earnout structures and lock-ups to align incentives post-close .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AltEnergy, LLC | Managing Director (Founder) | 2006–present | Private equity investing in alternative energy; sponsor/manager of AEAE’s Sponsor . |
| Eos Energy Storage LLC / Eos Energy Enterprises, Inc. | Director (2014–close); Chairman (2018–close) | 2014–de-SPAC close | Guided governance and financing through de-SPAC; sector leadership in energy storage . |
| J.H. Whitney & Co., LLC | Principal | Prior to 2006 (not specified) | Built alternative energy investing practice; CFO/Vice Chair Hawkeye Renewables prior to sale . |
| Tres Amigas, LLC | Senior VP & CFO; Director (current) | Not specified | Grid infrastructure; ongoing board service . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hulett Bancorp | Director | Current | Financial services board role . |
| Tres Amigas, LLC | Director | Current | Energy infrastructure board role . |
Fixed Compensation
AEAE does not pay salaries, bonuses or other cash compensation to the Sponsor, officers or directors prior to the initial business combination. The only recurring corporate expense is an administrative services agreement with an affiliate of the Sponsor for office/administrative support, accruing at $15,000 per month (payable at business combination or liquidation). The CFO is on a consulting agreement; there is no disclosed employment contract for the CEO.
| Item | 2024 | Terms/Notes |
|---|---|---|
| CEO (Stidolph) Base Salary | $0 | “No compensation of any kind” to Sponsor/officers/directors prior to business combination . |
| CEO Cash Bonus | $0 | No bonus program disclosed prior to business combination . |
| Admin Services (affiliate of Sponsor) | $180,000 | $15k/month accrued; $360k due to related party at 12/31/24 . |
| CFO Consulting Fees | $187,200 | $10.4k/month + additional deferred; $421.2k accrued; $150k success fee contingent on deal close . |
Performance Compensation
Stidolph’s primary economic incentives are through the Sponsor’s equity (founder/common shares and private warrants) and deal-contingent earnouts/lock-ups tied to post-close share price hurdles.
| Incentive | Metric | Target/Trigger | Payout/Instrument | Vesting/Forfeiture |
|---|---|---|---|---|
| Sponsor Earnout Shares | Stock price | Block A: $14 for 20 of 30 trading days (Earnout Period) | 2,000,000 Sponsor shares | Transfer restricted until trigger; forfeiture if not met or in low-value change of control . |
| Sponsor Earnout Shares | Stock price | Block B: $18 for 20 of 30 trading days (Earnout Period) | 2,000,000 Sponsor shares | Same restrictions/forfeiture as above . |
| Lock-up (all Restricted Securities) | Time | 50% at 12 months; 25% at 18 months; 25% at 24 months post-close | Time-based release of transfer restrictions | Applies to Sponsor and company member holders; exceptions for limited “unrestricted” tranches . |
| Special Restriction (Sponsor) | Financing guaranty | No transfer of certain “Special Restricted Securities” until Shinyoung guaranty terminates | Additional hold on Sponsor securities | Falls away if guaranty never entered; otherwise overlays lock-up/earnout . |
Notes:
- Earnouts/lock-ups are in the Lock-up Agreement to be effective upon closing of the Car Tech merger; they aim to align management/Sponsor with public shareholders via stock-performance triggers .
- Non-redemption agreements also require Sponsor to forfeit 250,000 founder shares, with AEAE issuing 250,000 Class A shares to certain holders at close (transfers value to stabilize capital structure) .
Equity Ownership & Alignment
| Metric | As of | Value |
|---|---|---|
| Total beneficial ownership (Stidolph via Sponsor) | Mar 20/24, 2025 | 5,750,000 shares (incl. 250,000 Class B founder shares); ≈78.5% of outstanding (6,488,146 common) . |
| Private Placement Warrants (Sponsor) | Dec 31, 2024 | 7,600,000 private warrants outstanding after Sponsor forfeited 4,000,000 on Dec 31, 2024 . |
| Shares pledged as collateral | Policy | Company policy prohibits pledging and short sales/hedging for insiders . |
| Ownership guidelines | N/A | No director/exec ownership guidelines disclosed . |
Alignment observations:
- Extremely high Sponsor/CEO voting/control stake (approx. 78.5%) ensures transaction certainty but raises minority investor protection considerations .
- Insider Trading Policy bans hedging/pledging, supporting alignment with long-term equity value .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | CEO/Chair since inception (Feb 9, 2021) . |
| Contract term/expiration | No employment agreement disclosed for CEO; no salary paid prior to business combination . |
| Severance/Change-of-control | Not disclosed for CEO; CFO has a $150,000 success fee only upon completion of business combination . |
| Non-compete/Non-solicit | Not disclosed . |
| Post-termination arrangements | Not disclosed . |
Board Governance
| Attribute | Detail |
|---|---|
| Board composition | 5 directors; classified (staggered) board: Class I (Heimert), Class II (Campbell, Salvator), Class III (Stidolph, Shribman) . |
| Independence | Audit, Compensation, and Nominating/Gov committees composed of independent directors per Nasdaq/SEC rules . |
| Committees/Chairs | Audit: Shribman (Chair) with Salvator, Campbell; Compensation: Salvator (Chair) with Campbell, Heimert; Nominating/Gov: Campbell (Chair) with Shribman, Heimert . |
| Compensation committee activity | No compensation committee meeting in 2024 (no comp programs pre-business combination) . |
| Voting/control structure | Prior to business combination, only Class B can vote on director elections; Sponsor controls ~78% of outstanding common and effectively controls shareholder votes . |
| Listing status | Transferred from Nasdaq Global to Nasdaq Capital, then delisted; now OTC Pink (effective Nov 5, 2024) . |
Governance notes and risks:
- Material weaknesses in controls led to restatements (warrants, non-redemption accounting, CFO consulting liability); management reports controls “not effective” as of Dec 31, 2024 .
- Sponsor’s dominant voting power can expedite transactions but increases related-party and minority-protection scrutiny .
Director Compensation
| Component | 2024 |
|---|---|
| Annual cash retainer | $0 (no compensation to directors prior to business combination) . |
| Committee chair fees | $0 . |
| Equity grants | $0 pre-business combination . |
| Meeting fees | $0 . |
Other Directorships & Interlocks
- Stidolph: Hulett Bancorp (Director); Tres Amigas (Director); Eos Energy Enterprises (former Chair) .
- B. Riley affiliate purchased 400,000 founder shares from Sponsor at IPO (delivered at de-SPAC), indicating a historical underwriting/affiliate linkage on founder equity .
Related Party Transactions (alignment/red flags)
| Item | Amount/Terms | Commentary |
|---|---|---|
| Administrative Services (affiliate of Sponsor) | $15,000/month; $180,000 expensed in 2024; $360,000 payable 12/31/24 | Standard SPAC arrangement; accrues until close/liquidation . |
| Sponsor Loans (working capital) | $2,335,000 outstanding 12/31/24; interest at applicable federal rate; additional $475,000 committed Mar 4, 2025 | Creates creditor relationship; convertible working capital loans authorized up to $1.5M (none outstanding under that line) . |
| CFO Consulting Agreement | $187,200 accrued 2024; $421,200 accrued balance; $150,000 success fee contingent | Transparent but insider-linked; paid only if deal closes . |
| Non-Redemption Agreements | Sponsor to forfeit 250,000 founder shares; Company to issue 250,000 Class A to holders at close | Tool to reduce redemptions; dilutes Sponsor; supports deal completion . |
| Private Warrant Forfeiture (Sponsor) | 4,000,000 private warrants forfeited Dec 31, 2024 | Reduces overhang; alignment gesture . |
Performance & Track Record
| Metric | Value | Notes |
|---|---|---|
| Trust Account (12/31/2024) | $8,544,857 | Down from $234.6M at IPO; includes interest; supports redemption value (~$11.58/share) . |
| Redemptions (Apr 28, 2023) | $222,484,624 | 21,422,522 shares at ≈$10.38/share . |
| Redemptions (Apr 2024) | $9,513,007 | 839,332 shares at ≈$11.20/share . |
| Listing | OTC Pink | Nasdaq suspension Nov 5, 2024; Form 25-NSE filed . |
| Internal Controls | Material weaknesses; controls not effective | Restatements and identified weaknesses through 2024 . |
Compensation Structure Analysis (signals)
- Cash comp avoidance: No salary/bonus for CEO prior to business combination; governance reduces cash burn but provides limited pay-for-performance visibility pre-close .
- Shift to performance equity: Post-close earnouts (stock price hurdles $14 / $18) for Sponsor (and company members) tie upside to share performance; time-based lock-ups stagger supply over 24 months .
- Related-party cost containment: Sponsor warrant forfeiture (4.0M) reduces dilution; non-redemption forfeiture (250k founder shares) offsets issuance to holders, mitigating overhang .
- Control risk: Sponsor/CEO’s ~78.5% ownership and Class B voting rights concentrate control; minority protections depend on committee independence and disclosure .
Say-on-Pay & Shareholder Feedback
- No say-on-pay votes conducted; SPAC structure does not provide executive compensation programs prior to business combination .
Expertise & Qualifications
- Alternative energy investing/operator background (AltEnergy; J.H. Whitney), de-SPAC leadership (Eos Energy), and grid infrastructure experience (Tres Amigas); Dartmouth BA .
Investment Implications
- Alignment: Stidolph’s incentives are primarily equity-based through the Sponsor, with post-close earnouts and lock-ups that reward durable share price appreciation ($14/$18 triggers) and limit near-term selling pressure—positive for long-term alignment if the Car Tech merger closes .
- Control/ governance risk: Sponsor’s ~78.5% stake and Class B voting rights centralize control, while internal control weaknesses and OTC trading status elevate governance and execution risk; independent committees and insider trading/anti-pledging policies partially mitigate concerns .
- Liquidity/overhang: Sponsor forfeited 4.0M private warrants and agreed to founder share forfeiture under non-redemption deals—reducing dilution; however, remaining 7.6M private warrants and concentrated ownership remain meaningful overhang contingent on performance .
- Retention/ continuity: No CEO employment agreement or severance; retention relies on equity stakes and Sponsor economics; CFO economics are success-based—minimal fixed cash obligations but potential key-person risk if deal timing extends .
All data are sourced from AEAE’s FY 2024 Form 10-K (filed Mar 28, 2025), DEF 14A proxies (2024, 2025), and filed exhibits as cited.