Stephen Markscheid
About Stephen Markscheid
Independent director of AIFE as of the July 15, 2025 record date; beneficial owner of 20,000 AIFE shares (0.18% of 11,025,500 outstanding) . Background spans GE Capital (Asia Pacific BD), Boston Consulting Group, Chase/First Chicago, and the US‑China Business Council; education includes BA (Princeton, 1976), MA (Johns Hopkins SAIS, 1980), MBA (Columbia, 1991) . Age 70 as profiled by MarketScreener .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US‑China Business Council | Representative | 1978–1983 | US‑China commercial engagement |
| Chase Manhattan Bank | Vice President | 1984–1988 | Corporate banking, international |
| First Chicago Bank | Vice President | 1988–1993 | Corporate banking, international |
| Boston Consulting Group | Case Leader | 1994–1997 | Strategy consulting across Asia |
| GE Capital (Asia Pacific) | Director, Business Development | 1998–2001 | M&A and investments in China/Asia |
| GE Capital / GE Healthcare FS | Director BD / SVP | 2001–2006 | Healthcare financing, BD leadership |
| HuaMei Capital Company, Inc. | Chief Executive Officer | 2006–2007 | Corporate finance advisory |
External Roles
| Company | Role | Start | Committees |
|---|---|---|---|
| JinkoSolar Holding Co., Ltd. | Independent Director | 2009-09-15 | Audit Committee Chair; member Compensation and Nominating |
| Richtech Robotics Inc. | Director | 2023-10-31 | Audit member; Chair Compensation; Chair Nominating & Corporate Governance |
| Cenntro Electric Group Ltd. | Class I Director (Independent) | 2023-10-30 | Board determined “financial expert”; annual director compensation $53,000 |
| MarketScreener listed positions | Multiple (e.g., Four Leaf Acquisition, Starry Sea Acquisition, JinkoSolar) | Various | Network overview |
Board Governance
- AIFE Articles require an Audit Committee with a formal charter and at least one “audit committee financial expert”; Audit Committee must review related‑party transactions and potential conflicts .
- Directors are divided into three classes with staggered terms; quorum and board procedures defined in Articles .
- Uninterested independent directors must approve transactions with significant holders, directors, officers, and affiliates .
- A corporate opportunity waiver permits directors/officers to pursue opportunities overlapping with AIFE without duty to present to the company, if not contractually assumed — a potential conflict risk in SPAC deal sourcing .
- Proxy/10‑Q do not disclose committee assignments, chair roles, or attendance rates for AIFE’s board; independence is referenced generally (three independent directors) but not mapped by name in filings .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash retainer (pre‑Business Combination) | $0 | No cash remuneration to any director prior to consummation of a Business Combination |
| Committee membership fees | Not disclosed | Articles allow remuneration post‑combination; no pre‑combination cash |
| Chair fees | Not disclosed | Not disclosed in proxy/10‑Q |
| Meeting fees | Not disclosed | Not disclosed in proxy/10‑Q |
| Expense reimbursement | Allowed | Travel/hotel/other expenses properly incurred are reimbursable |
Performance Compensation
| Award Type | Grant date | Quantity | Fair Value | Vesting/Lock‑up | Notes |
|---|---|---|---|---|---|
| Founder shares transferred to independent directors | 2024-12-06 | 20,000 shares per director | Total fair value for 60,000 shares: $54,450; expense recognized $53,754 | Lock‑up: 50% released ≥6 months post‑business combination or after 20/30 trading days ≥$12.50; remaining 50% after 6 months; early release upon certain liquidity events | |
| Private Placement Units (directors) | None | N/A | N/A | Transfer restricted until initial business combination | Directors did not purchase PPUs per 10‑Q; sponsor purchased PPUs |
| Options/RSUs/PSUs | Not disclosed | N/A | N/A | N/A | No equity plan disclosures for directors pre‑combination |
Performance metrics tied to director compensation: none disclosed (no TSR/EBITDA targets or ESG goals identified) .
Other Directorships & Interlocks
| Company | Industry | Role | Committee/Chair |
|---|---|---|---|
| JinkoSolar | Solar manufacturing | Independent Director | Audit Chair; Comp & Nominating member |
| Richtech Robotics | Robotics/automation | Director | Audit member; Compensation Chair; Nominating Chair |
| Cenntro Electric | EV vehicles | Independent Director | Financial expert designation |
Potential interlocks/conflicts: none specifically disclosed with AIFE sponsors, underwriters, or targets; Articles mandate independent oversight of related‑party transactions .
Expertise & Qualifications
- Financial and audit expertise; designated “financial expert” at Cenntro Electric .
- Deep Asia finance, M&A, restructuring background (GE Capital, BCG, Chase/First Chicago) .
- Education: BA Princeton (East Asian Studies, 1976), MA Johns Hopkins SAIS (1980), MBA Columbia (1991) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis |
|---|---|---|---|
| Stephen Markscheid | 20,000 | 0.18% | Security ownership table; 11,025,500 shares outstanding as of record date |
Additional ownership details:
- Vested vs unvested: not disclosed .
- Pledged or hedged shares: not disclosed .
- Ownership guidelines: not disclosed.
- Founder share lock‑up terms applicable to insiders (incl. directors who received founder shares) .
Governance Assessment
-
Positive signals
- Strong cross‑company audit and compensation governance experience; audit chair roles externally; “financial expert” designation enhances audit committee effectiveness .
- AIFE Articles require Audit Committee with related‑party transaction review, and approval by uninterested independent directors for insider transactions, bolstering conflict oversight .
- Compensation alignment: pre‑combination no cash fees; directors compensated via founder shares with lock‑ups, aligning toward successful business combination .
-
Risk indicators and RED FLAGS
- Corporate opportunity waiver: directors/officers are permitted to pursue overlapping opportunities without duty to present to AIFE; this is a material governance risk in SPAC deal sourcing (potential for conflicts and reduced investor protections) .
- Limited disclosure: AIFE proxy/10‑Q do not specify committee assignments, meeting attendance, or independence status by director name, creating transparency gaps for investors .
- Insider financing: working capital loans from insiders (convertible up to $3.0M) can create economic entanglements; while common in SPACs, they require vigilant independent oversight .
- Disclosure controls: management concluded disclosure controls “were not effective” as of Sep 30, 2025, which can undermine timely/reliable governance disclosures .
-
Related‑party exposure
- Founder share transfers to directors (20,000 each) were recognized as compensation; RPT policies require audit committee review in general; specific approval details not disclosed .
-
Independence and attendance
- Company references three independent directors and founder share transfers to them, but does not identify them by name; attendance rates not disclosed .
Overall, Markscheid brings audit/comp governance depth and capital markets experience. Key monitoring areas: enforce robust conflict‑review for any sponsor/insider‑affiliated targets, improve director‑level disclosure (committees, attendance), and mitigate corporate opportunity waiver risks with clear recusals and fairness opinions per Articles .