Meltem Demirors
About Meltem Demirors
Independent director of Aldel Financial II Inc. (ALDF), age 38 as of October 29, 2025; director since October 21, 2024. Background spans digital assets strategy and investment, with prior roles at CoinShares (Chief Strategy Officer) and Digital Currency Group; education includes a BA in Mathematical Economics from Rice University and an MBA from MIT Sloan. Currently Managing Partner of Crucible Capital and a Program Fellow at Oxford Saïd Business School’s Blockchain Strategy Programme. ALDF’s board has determined she is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoinShares (publicly listed European investment company) | Chief Strategy Officer | 2018–2023 | Led investments providing institutional exposure to crypto assets; managed US operations |
| Digital Currency Group | Development team lead | 2015–2018 | Built investment platform in digital assets ecosystem |
| Deloitte (Oil & Gas practice) | Strategy Consultant | Prior to 2015 | Energy sector strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crucible Capital | Managing Partner | 2024–present | Focus on intersection of cryptocurrencies, physical infrastructure, commodities |
| Oxford Saïd Business School | Program Fellow (Blockchain Strategy Programme) | Since 2017 | Frequent contributor to media; oversees programme |
Board Governance
- Independence: Board determined Demirors is independent under Nasdaq listing standards; independent directors hold regular sessions .
- Board structure: Three classes; five-member board; ALDF chair/CEO is Robert Kauffman .
- Attendance: In FY 2024, board held 1 meeting; audit committee held 1; compensation committee held 0. Demirors attended at least 75% of board and audit committee meetings during her service period .
- Committee assignments:
- Audit Committee member (chair: Stuart Kovensky); all members financially literate; Kovensky qualifies as “audit committee financial expert” .
- Compensation Committee chair (members: Nearburg, Kovensky, Demirors); fully independent; charter includes oversight of CEO and Section 16 officer pay, incentive/equity plan administration, adviser independence checks .
- Nominating & Corporate Governance Committee member (chair: Charles Nearburg); charter covers director nominations, governance guidelines, board self-evaluation .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash compensation (director/committee retainers) | None paid to directors/executives to date | ALDF discloses no cash compensation prior to business combination |
| Administrative fee to Sponsor (not to directors) | $20,000 per month | Office space, utilities, secretarial and administrative support; paid to Sponsor, not director compensation |
| Meeting fees | Not disclosed | No director meeting fees disclosed |
Performance Compensation
| Performance-Based Element | Metrics/Structure | Status |
|---|---|---|
| Equity incentive (director) | RSUs/PSUs, options, performance metrics | Not disclosed; no director equity incentive program described pre-business combination |
| Executive incentive oversight | CEO/Section 16 officer goals, incentive plans | Compensation committee charter empowers annual goal-setting and plan administration (Demirors chairs) |
No director bonus targets, options, or performance-metric-linked awards disclosed. Any future compensation would be set post-business combination by independent directors/comp committee .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists Demirors’ ALDF role and prior employment; no other public company directorships disclosed |
Expertise & Qualifications
- Financial markets and management; public company experience via senior roles (CoinShares) .
- Digital assets, commodities, and infrastructure investing; crypto ecosystem strategy .
- Energy sector strategy from Deloitte Oil & Gas practice .
- Education: BA Mathematical Economics (Rice), MBA (MIT Sloan) .
Equity Ownership
| Detail | Amount/Terms | Notes |
|---|---|---|
| Beneficial ownership (Class B founder shares) | 25,000 shares | <1% of Class B and <1% of Ordinary class |
| Ownership as % of outstanding | Less than 1% | As disclosed in beneficial ownership table |
| Conversion | Founder shares convert to Class A upon/after business combination, one-for-one | Automatic conversion upon business combination; earlier at holder option |
| Lock-up | Founder shares restricted until 1 year post business combination or earlier based on price/per transaction | Early release if ≥$12.00 for 20 out of 30 trading days ≥150 days post-combination; or qualifying liquidity transaction |
| Pledging/Hedging | Not disclosed | No pledging/hedging disclosure for Demirors |
| Options/Warrants | None disclosed | No options/warrants reported for Demirors |
Governance Assessment
-
Strengths
- Independent director chairing Compensation Committee; chartered authority to retain independent advisers and oversee executive pay design post-business combination .
- Audit Committee membership provides direct oversight of auditor independence, pre-approval of services, and review of payments to Sponsor/directors/officers, enhancing related-party transaction governance .
- Regular independent director sessions; attendance ≥75% in FY 2024 on board and audit duties, demonstrating baseline engagement in an early-stage SPAC context .
-
Risks and Potential Conflicts
- Founder share ownership (25,000 Class B) creates alignment but also potential SPAC-specific incentives around business combination timing and price thresholds; lock-up early release triggers may influence decision-making optics (RED FLAG for potential perceived misalignment) .
- Sponsor influence: initial shareholders can vote ~21% of outstanding Ordinary Shares; monthly $20,000 admin fees to Sponsor; potential success/finder/advisory fees and up to $1.5M of Sponsor/officer loans convertible into private units—requires vigilant committee oversight (RED FLAG for related-party exposure) .
- Compensation Committee held no meetings in FY 2024, reflecting SPAC stage but offers limited evidence of proactive comp governance prior to a combination; emphasis will be on post-combination plan design under Demirors’ chair role .
-
Related-Party Controls
- Audit Committee policy mandates pre-approval and review of related-party transactions, independence considerations, and abstention by interested directors; payments to Sponsor/directors/officers reviewed quarterly by Audit Committee .
Implication: Governance quality hinges on rigorous application of committee charters during the de-SPAC/post-merger phase. Demirors’ roles across Audit and as Comp Chair position her as a key gatekeeper for pay design and related-party oversight; founder share ownership and Sponsor arrangements necessitate strong transparency and recusal where appropriate .
Committee Assignments Summary
| Committee | Membership | Chair | Key Oversight |
|---|---|---|---|
| Audit | Demirors; Nearburg; Kovensky | Kovensky | Auditor independence, pre-approvals, internal controls, payments to Sponsor/directors/officers |
| Compensation | Demirors; Nearburg; Kovensky | Demirors | CEO/Section 16 officer pay, incentives/equity plans, adviser independence |
| Nominating & Governance | Demirors; Nearburg; Kovensky | Nearburg | Director nominations, governance guidelines, board self-evaluation |