Debbie Zoldan
About Debbie Zoldan
Debbie S. Zoldan is an independent director of ALCY since November 19, 2021, with over 30 years in broker-dealer compliance and financial regulation. She is Chief Compliance Officer at Seaport Securities Corporation (since 2000), previously a Partner (1987–2000), holds multiple FINRA registrations, serves on the NYSE Acceptability and Hearing Boards, and is on FINRA’s non‑public arbitrator roster. She holds a BBA from CUNY‑Baruch College (1992).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seaport Securities Corporation | Partner | 1987–2000 | Senior leadership at a registered broker/dealer (FINRA/NYSE/SIPC member) |
| Seaport Securities Corporation | Chief Compliance Officer | 2000–present | Oversees regulatory compliance; extensive FINRA/NYSE engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NYSE Acceptability Board | Member | Not disclosed | Board service at NYSE adjudicatory functions |
| NYSE Hearing Board | Member | Not disclosed | Board service at NYSE hearing functions |
| FINRA | Non‑Public Arbitrator (Roster Member) | Not disclosed | Appointed arbitrator on FINRA roster |
Board Governance
| Item | Status | Evidence |
|---|---|---|
| Independence | Independent director under Nasdaq/SEC rules | |
| Audit Committee | Chair; member (Zoldan, Tursi, Terpolilli) | |
| Compensation Committee | Chair; member (Zoldan, Tursi, Terpolilli) | |
| Nominating Committee | Chair; member (Zoldan, Tursi, Terpolilli) | |
| Non‑Executive Chairman of Board | Steven M. Wasserman | |
| Lead Independent Director | Not disclosed | — |
- Board control: Sponsor and insiders held ~75% of Ordinary Shares as of Aug 5, 2025 and can elect all directors prior to the business combination, limiting public shareholder influence.
Fixed Compensation
- Director cash retainer/meeting fees: Not disclosed in 10‑K (FY2024) or DEF 14A; one Form 8‑K indicated a newly appointed director (Jinal Shah) “will not be compensated” for board service.
- Administrative payments: Company pays Alchemy Investment Management LLC (affiliate of sponsor) $10,000 per month for administrative services; this is not director compensation.
Performance Compensation
- Equity awards (RSUs/PSUs/options) to directors: Not disclosed; no director‑specific equity grant schedules or performance metric linkage reported in filings.
Other Directorships & Interlocks
| Entity | Relationship to ALCY | Potential Interlock/Exposure |
|---|---|---|
| Seaport Securities Corporation | No disclosed related‑party transactions | Broker‑dealer role; no ALCY RPTs disclosed |
| NYSE Boards (Acceptability/Hearing) | External oversight roles | Governance expertise; no ALCY RPTs disclosed |
Expertise & Qualifications
- Regulatory and compliance leadership (Chief Compliance Officer at a FINRA/NYSE broker‑dealer)
- FINRA/NYSE adjudicatory experience (Acceptability/Hearing Boards; FINRA arbitrator)
- Finance education: BBA (CUNY‑Baruch, 1992)
Equity Ownership
| Holder | Shares Beneficially Owned | % of Ordinary Shares | Notes |
|---|---|---|---|
| Debbie S. Zoldan | 0 | 0% | No beneficial ownership listed |
| Outstanding Ordinary Shares (Record Date) | 4,532,463 | 100% | 4,532,462 Class A + 1 Class B |
| Sponsor (Alchemy DeepTech Capital LLC) | 3,412,999 Class A; 1 Class B | ~75% | Controls founder/public share block; directors not deemed beneficial owners of sponsor securities |
- Company notes officers/directors may have direct/indirect interests in founder/placement shares (creating potential conflicts), though Debbie is not listed as a beneficial owner.
Governance Assessment
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Strengths:
- Independent director with deep regulatory/compliance expertise; chairs Audit, Compensation, and Nominating committees—strong technical governance credentials.
- Board has established key committees with independent membership.
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Weaknesses/Concerns:
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RED FLAG: Concentration of committee chair roles in a single director (Audit, Compensation, Nominating) raises workload and independence optics risk; best practice often distributes chair responsibilities.
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RED FLAG: Sponsor control (~75% of Ordinary Shares) pre‑combination enables election of all directors, reducing public investor influence on board composition and potentially on oversight rigor.
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RED FLAG: No insider trading policy adopted as of FY2024—unusual in public company governance and a negative signal for compliance culture.
- Potential conflicts cited by company: officers/directors may have direct/indirect economic interests in founder/placement shares despite no beneficial ownership listed for Debbie; could bias decision‑making toward completing a transaction.
- Nasdaq SPAC timing/delisting risks disclosed (IM‑5101‑2 and Rule 5815 changes) could impair trading/liquidity and board effectiveness if timelines slip; governance stress under delisting scenarios.
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Independence & Engagement:
- Independence affirmed; attendance not disclosed in filings.
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Related‑Party Transactions:
- Monthly admin fee paid to sponsor affiliate; no Debbie‑specific RPTs disclosed.
Notes on Future Board Composition
- The August 25, 2025 8‑K regarding the Cartiga business combination outlines post‑closing board structure tied to new owners (ASRS/Melodeon rights and committee representation); continuity of current independent directors is uncertain pending transaction close.
Overall, Debbie Zoldan brings strong regulatory/compliance oversight to ALCY and occupies pivotal governance roles, but sponsor control and committee chair concentration, combined with the absence of an insider trading policy, present notable governance risk signals for investors.