Jonathan Marshall
About Jonathan S. Marshall
Jonathan S. Marshall (age 62) is a Class III director of Aldel Financial II Inc. (ALDF), serving since October 21, 2024, with his current term expiring at the 2027 annual meeting. He is Executive Director of the Race Team Alliance (RTA) since June 2018 and previously served as COO and General Counsel of the World Surf League (WSL) (Nov 2013–Apr 2018). He holds a J.D. from Tulane Law School, a B.A. from Tulane University’s A.B. Freeman School of Business, and has been a member of the California State Bar since 1988, bringing legal, media distribution, financing, licensing, M&A and corporate transaction expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Race Team Alliance (RTA) | Executive Director | Jun 2018–Present | Represents NASCAR Cup Series teams; advances teams’ collective interests |
| World Surf League (WSL) | COO and General Counsel | Nov 2013–Apr 2018 | Oversight of operations and legal; promoted from GC to COO |
| USA TODAY Sports Media Group | SVP, Business Development & Strategy | Jan 2011–Oct 2013 | Oversaw USA TODAY High School Sports, sports digital properties, analytics |
| Westwood One | President of Television | Prior to 2011 (dates not specified) | Led TV operations |
| Shearman & Sterling; Loeb & Loeb LLP | Attorney | Early career | Entertainment practice; corporate legal foundation |
External Roles
| Organization | Role | Sector/Type | Interlocks/Notes |
|---|---|---|---|
| Race Team Alliance (RTA) | Executive Director | 501(c)(6) trade association (NASCAR teams) | External interlock with ALDF’s CEO/Chair Robert I. Kauffman, who is Chairman of RTA |
Board Governance
- Board composition: five directors; classified board (three classes) .
- Committee memberships: Audit (Nearburg, Kovensky, Demirors; chair Kovensky), Compensation (Nearburg, Kovensky, Demirors; chair Demirors), Nominating & Corporate Governance (Kovensky, Demirors, Nearburg; chair Nearburg). Marshall is not listed as a member of any committee .
- Independence: Board determined Nearburg, Kovensky, and Demirors are independent under Nasdaq standards; Marshall is not identified as independent in the company’s disclosure .
- Attendance: In FY2024, the board held one meeting; audit committee held one; compensation committee held none. Attendance disclosure named Kovensky, Demirors, and Peter Early at ≥75%; Marshall’s attendance was not specifically disclosed (he was appointed Oct 21, 2024) .
- Executive sessions: Independent directors have regularly scheduled meetings with only independent directors present .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Cash compensation (retainers, meeting fees) | None; “None of our directors or executive officers have received any cash compensation for services rendered to the Company.” |
| Committee fees | None disclosed |
| Administrative arrangements | Company pays Sponsor $20,000 per month for office space and administrative services (not director compensation) |
Performance Compensation
| Metric/Instrument | Details |
|---|---|
| RSUs/PSUs | None disclosed for directors |
| Options | None disclosed for directors |
| Performance metrics (TSR, revenue, EBITDA, ESG) | None disclosed for directors |
| Clawbacks | Code of Ethics adopted; no director compensation-specific clawback disclosed |
Other Directorships & Interlocks
| Category | Disclosed Items |
|---|---|
| Current public company boards | None disclosed for Marshall |
| Prior public company boards | None disclosed for Marshall |
| Notable interlocks | External interlock via RTA where ALDF’s CEO/Chair Robert I. Kauffman is Chairman, and Marshall is Executive Director; potential influence channel outside ALDF |
Expertise & Qualifications
- Legal and corporate transactions background; experience in media distribution, financing, licensing and sales, M&A .
- Senior operating roles (COO/GC) and strategy/business development leadership in sports media organizations .
- Education: Tulane Law School (J.D.); Tulane University A.B. Freeman School of Business (B.A.); California State Bar member since 1988 .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Founder Shares | % Class B | % of Ordinary Class |
|---|---|---|---|---|---|
| Jonathan S. Marshall | — | — | 25,000 | * (less than 1%) | * (less than 1%) |
- Founder shares convert 1:1 into Class A upon or following the business combination; lock-up restrictions apply to founder shares with release triggers (≥$12.00 per share for 20/30 trading days beginning ≥150 days post-business combination) or certain liquidity events .
- No pledging or hedging of company stock disclosed for Marshall .
Governance Assessment
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Strengths
- Significant executive, legal, and transaction experience relevant to capital markets and complex deals .
- Robust committee infrastructure with independent chairs on key committees; audit committee includes a financial expert (Kovensky) .
- Independent director executive sessions are regularly scheduled, supporting oversight quality .
- No cash compensation to directors reduces direct pay-related conflict risk pre-business combination .
-
Concerns and RED FLAGS
- Independence: Marshall is not identified as independent under Nasdaq standards, which may reduce perceived board independence and investor confidence if he is characterized externally as “independent” .
- Committee effectiveness: Marshall is not a member of Audit, Compensation, or Nominating & Governance committees—limited direct role in core oversight areas .
- SPAC-related incentives: Founder shares and potential success/finder fees to sponsor, officers, or directors in connection with the business combination can create incentives biased toward deal completion over long-term performance; audit committee reviews such related party payments quarterly, but the structural risk remains .
- Sponsor influence: Sponsor and related parties hold significant founder shares and private units; sponsor administration fee ($20,000/month) and convertible loans (up to $1,500,000 into private units) heighten related-party exposure and influence dynamics .
- External interlock: Shared leadership nexus at RTA with ALDF’s CEO/Chair (Kauffman) as RTA Chairman and Marshall as Executive Director may create perceived alignment risks or information flow channels outside formal board processes .
- Attendance disclosure for Marshall in FY2024 not specified (late-year appointment), limiting transparency on engagement .
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Related Party Controls
- Formal related party transaction policy with audit committee oversight for transactions above thresholds; prohibition on participation by interested directors in approvals .
- Quarterly audit committee review of payments to Sponsor, directors, officers, and affiliates .
Overall, Marshall’s legal and operating background adds transaction-savvy to ALDF’s board, but his non-independent status, lack of committee roles, founder-share ownership, and SPAC-specific related-party structures warrant close monitoring for potential conflicts and alignment with public shareholders in evaluating the business combination process and post-combination governance .