Charles Nearburg
About Charles Nearburg
Charles E. Nearburg (age 75) is an independent Class I director of Aldel Financial II Inc. (ALDF), appointed on October 27, 2025 and nominated to serve through the 2028 annual meeting . He is founder of Nearburg Producing Company (energy), and holds AB, BE, and ME degrees from Dartmouth’s Thayer School of Engineering, where he has served on the Board of Advisors for 30 years . Nearburg’s background spans energy operations, aviation (owner of STOL Aviation), motorsport (Nearburg Racing), and philanthropy, with trustee roles at UT Southwestern Medical Foundation, Petersen Automotive Museum, Art Center College of Design, and St. Mark’s School of Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nearburg Producing Company | Founder/Owner; sold majority producing assets | Founded 1979; assets sold 2016–2017 | Built Top 100 Independent Producer; received two BLM Environmental Awards |
| STOL Aviation | Owner | Ongoing | Developing back-country short takeoff/landing aircraft |
| Nearburg Racing (NRC Marketing, Inc.) | Owner | Ongoing | Prepared vintage F1 cars; set 414 MPH FIA record with Spirit of Rett (2010) |
| McLaren Racing Ltd. | Minority owner and advisory board member | Ongoing | Advisory role with leading Formula 1/IndyCar team |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dartmouth Thayer School of Engineering | Board of Advisors | ~30 years | Engineering credentials, long-standing advisory experience |
| UT Southwestern Medical Foundation | Trustee | Ongoing | Philanthropy and governance in medical research |
| Petersen Automotive Museum | Trustee | Ongoing | Automotive industry cultural institution |
| Art Center College of Design | Trustee | Ongoing | Design/education governance |
| St. Mark’s School of Texas | Life Trustee | Ongoing | Education governance |
| Rett Nearburg Ewing’s Sarcoma Symposia | Founder/Supporter | Ongoing | Cancer research philanthropy |
Board Governance
- Independence: Nearburg is an independent director under Nasdaq standards; ALDF’s independent directors meet in regular executive sessions without management .
- Committee memberships and chair roles:
- Audit Committee: Member (Chair: Stuart Kovensky); all members financially literate; Kovensky designated audit committee financial expert .
- Compensation Committee: Member (Chair: Meltem Demirors) .
- Nominating & Corporate Governance Committee: Chair; with Kovensky and Demirors as members .
- Attendance: FY2024 board held one meeting; as Nearburg joined in 2025, his attendance rate for 2024 is not applicable; ALDF encourages but does not require director attendance at annual meetings .
- Director election: Nearburg nominated to serve until 2028; ordinary resolution requires simple majority of votes cast .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Audit Committee | Member; committee chaired by S. Kovensky; Kovensky is “financial expert” |
| Compensation Committee | Member; chaired by M. Demirors |
| Nominating & Governance | Chair; members include Demirors and Kovensky |
| Term | Class I; nominated to 2028 AGM |
| Executive sessions | Independents meet without management |
Fixed Compensation
ALDF (a SPAC) reports no cash compensation paid to directors; the company pays the Sponsor $20,000/month for office space and administrative services, not as director remuneration .
| Component | Amount/Structure |
|---|---|
| Annual cash retainer | None disclosed for directors |
| Committee chair/member fees | None disclosed |
| Meeting fees | None disclosed |
| Administrative services (Sponsor) | $20,000 per month (Sponsor; not director pay) |
Performance Compensation
No performance-based director compensation, incentives, or defined metrics are disclosed for Nearburg (typical for pre-business-combination SPACs) .
| Metric Category | Specific Metrics | Weighting/Targets | Payout Linkage |
|---|---|---|---|
| Performance incentives | None disclosed | — | — |
Other Directorships & Interlocks
- Public company boards: None disclosed for Nearburg .
- Shared affiliations: Both Nearburg and ALDF’s CEO/Chair Robert Kauffman are advisory board members of McLaren Racing Ltd., creating a network interlock though not a related-party transaction; no Item 404 transactions for Nearburg are disclosed .
| Entity | Type | Role | Interlock Risk |
|---|---|---|---|
| McLaren Racing Ltd. | Private | Advisory board; minority owner | Shared advisory role with R. Kauffman; monitor for information flow/conflicts |
Expertise & Qualifications
- Technical/operational expertise in energy operations and aviation; high-profile motorsport credentials (FIA land speed record), plus extensive nonprofit governance .
- Financial literacy sufficient for audit committee service (board-determined for all members); audit chair designated financial expert is Kovensky .
Equity Ownership
Nearburg holds founder (Class B) shares; founder shares convert to Class A at or after the business combination and are subject to lock-up provisions.
| Ownership Detail | Amount |
|---|---|
| Class B (founder) shares beneficially owned | 25,000 |
| Approx. % of Class B | Less than 1% (“*”) |
| Approx. % of ordinary shares outstanding | Less than 1% (“*”) |
| Lock-up provisions | Founder shares generally locked up until one year post-business combination, with early release at $12.00/share price or transaction; founder shares convert to Class A at business combination |
Governance Assessment
-
Strengths
- Independent status with chair role on Nominating & Governance; committee breadth (Audit, Compensation, Nominating) supports board effectiveness .
- No related-party transactions or family relationships disclosed at appointment; standard indemnity and registration rights only .
- Ownership is modest (25,000 founder shares), limiting control risk while providing alignment with sponsor economics .
-
Watch items / potential red flags
- Sponsor-centric SPAC structures (monthly Sponsor fees; founder share economics) can create baseline alignment tensions versus public holders; audit committee reviews payments quarterly .
- Network interlock with McLaren advisory board shared by Nearburg and Kauffman; while not a related-party transaction, monitor for information flow and conflicts as ALDF advances toward a business combination .
- Limited disclosure of director-specific attendance or performance measures (Nearburg joined 2025; FY2024 attendance not applicable) .
Related Party & Conflicts Overview
- Company-level related party terms include Sponsor founder shares, private units/warrants, $20,000/month administrative services, and potential convertible working capital loans up to $1.5 million; audit committee maintains a related-party policy and pre-approval processes .
- Nearburg-specific: Company discloses no Item 404(a) transactions and no family relationships linked to his appointment .
Employment & Contracts (Director)
- Nearburg expected to enter into Indemnity Agreement, Letter Agreement, and Registration Rights Agreement consistent with other directors; no separate employment agreement or compensation arrangements disclosed .
Say-on-Pay & Shareholder Feedback
- No say-on-pay proposals; 2025 AGM agenda limited to Nearburg’s director election, auditor ratification, and potential adjournment .
Insider Filings and Trades
- Nearburg’s appointment followed by standard indemnity/registration rights; no Form 4 transactions are disclosed in the proxy or related 8-K. We searched ALDF Form 3/4 filings; a Form 3 dated October 28, 2025 appears in the document catalog but could not be retrieved due to a database inconsistency; available proxy and 8-K sources show no insider transactions for Nearburg .
(Search details: Listed Form 3 documents present but chunks failed to retrieve; relied on DEF 14A and 8-K for ownership and conflicts .)
Compensation Committee Analysis
- Composition: Demirors (Chair), Nearburg, Kovensky; all independent per Nasdaq and SEC rules .
- Consultant independence: Charter authorizes retention of independent compensation consultants/counsel, with required independence considerations; no current consultant engagement disclosed (typical in SPAC pre-combination stage) .
- Interlocks: None disclosed involving Nearburg; company states no compensation committee interlocks in the past year .
Equity and Incentive Alignment Commentary
- Founder shares convert at business combination and are locked up per standard SPAC terms (alignment via post-combination equity performance threshold of $12.00) .
- No pledging/hedging or ownership guideline disclosures specific to directors; monitor future disclosures post-business combination .
Overall, Nearburg strengthens independent oversight (nominating chair; audit and compensation membership) with broad operating and governance experience. Key monitoring points relate to SPAC sponsor economics and shared advisory linkage with the CEO/Chair; no direct related-party transactions are disclosed for Nearburg.
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