Robin H. Karlsen
About Robin H. Karlsen
Independent director at AFJK since November 2023; Norwegian citizen, resident in Singapore. Background in cross-border real estate investment and development with graduate training in real estate finance (Master’s, University of Hong Kong, June 2016) and a bachelor’s in Urban Studies (UCL Bartlett, May 2015) . Listed age: 32 in the latest proxy with directors table . Serves on key board committees and is deemed independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PIK International | Investment Director | Dec 2018 – Feb 2022 | Oversaw identification and investment in real estate assets in Asia |
| CFLD International Pte. Ltd. | Business Development Manager | Jun 2016 – Nov 2018 | Biz dev across Asia, Middle East and Africa for industrial city development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ROHKA Pte. Ltd. | President | Feb 2022 – Present | Strategic consultancy for real estate investments |
| AYA Land Development Ltd. | Partner | Jun 2022 – Present | Strategic consultancy for real estate investments |
Board Governance
- Independence: Classified as an independent director under Nasdaq listing standards; independent directors meet in regular executive sessions .
- Committees and roles:
- Audit Committee – Member (committee chaired by Lin Bao; all members independent; committee financial expert: Lin Bao) .
- Compensation Committee – Member (committee chaired by Dr. Julianne Huh) .
- Nominating Committee – Chair (all members independent) .
- Audit Committee remit includes related-party transaction pre-approval and auditor independence oversight .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (pre-business combination) | $0 | “No compensation or fees of any kind… will be paid to our … directors… prior to or in connection with the consummation of our initial business combination,” other than reimbursement of out-of-pocket expenses . |
| Meeting/committee fees (pre-business combination) | $0 | Same as above . |
| Expense reimbursement | Permitted | Out-of-pocket expenses reimbursable; audit committee/board to review/approve . |
The company’s articles also allow directors to be remunerated and reimbursed expenses generally, and fees may be determined by the board/ordinary resolution; this is a general enablement provision, not a specific program disclosure .
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Equity plan | To be adopted | Pubco expects to adopt an Equity Incentive Plan subject to shareholder approval in connection with business combination; schedule/amounts not yet determined . |
| Post-closing director/executive compensation | Not yet determined | Following the closing, compensation to be developed by Pubco’s compensation committee; specifics TBD . |
No performance metrics (e.g., TSR, EBITDA, ESG) tied to director compensation were disclosed in the current filings .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None identified in the AFJK proxy biography for Karlsen . |
| Family relationships | None among directors/officers (per proxy) . |
| Potential conflicts (business combination) | “To our knowledge, there is no actual or potential material conflict of interest” in connection with the business combination for officers/directors, per proxy section addressing the transaction . |
Expertise & Qualifications
- Education: Master’s in Real Estate Finance and Investment (University of Hong Kong, June 2016); Bachelor’s in Urban Studies (UCL Bartlett, May 2015) .
- Domain: Cross-border real estate investment; strategic consultancy; Asia/Middle East/Africa business development .
- Board qualifications highlighted by company: Extensive cross-border business experience and network of contacts .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Basis/Date |
|---|---|---|---|
| Robin Hoksnes Karlsen | 20,000 | * (less than 1%) | Table based on 6,121,733 ordinary shares outstanding “as of the date” of the Oct 10, 2025 proxy/prospectus . |
Historical reference: Prior proxy (Jan 21, 2025) shows Karlsen 20,000 shares, “*%” on a 9,026,000 share base at that time .
Governance Assessment
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Strengths for board effectiveness:
- Independence with leadership responsibility as Chair of the Nominating Committee; contributes to board refreshment and governance processes .
- Service on Audit and Compensation Committees provides cross-committee visibility; audit remit explicitly covers related-party transactions and auditor independence .
- Independent director executive sessions established, supporting oversight quality .
-
Alignment and incentives:
- Personal shareholding exists but is small (20,000 shares; <1%), offering limited direct economic alignment; pre-combination, directors received no cash/equity fees (SPAC-standard), reducing pay-related conflicts but also limiting at-risk alignment .
- Post-closing equity incentives are contemplated but not yet determined; monitoring the eventual director equity mix and any ownership guidelines will be important for alignment assessment .
-
Conflicts and related-party oversight:
- Audit Committee pre-approves related-party transactions; proxy states no material conflicts in connection with the business combination to the company’s knowledge .
-
RED FLAGS to monitor:
- Ownership concentration and changes post-business combination; current individual director holdings are de minimis .
- Absence of disclosed attendance metrics; ensure future proxies include attendance and engagement data (not disclosed in retrieved sections) .
- Future design of director compensation (cash vs equity, performance linkages) remains TBD; watch for excessive guaranteed cash or lack of holding requirements .
Note: Attempts to retrieve Form 4 insider trading data via the insider-trades skill for “Robin Karlsen” on AFJK encountered an authorization error; no additional Form 4 insight could be added beyond proxy ownership tables in this report.