Robert Kauffman
About Robert Kauffman
Robert I. Kauffman (age 62 as of October 29, 2025) is Chairman and Chief Executive Officer of Aldel Financial II Inc. (ALDF), serving as a director since July 2024 and as Chairman and CEO since August 2024 . He co-founded Fortress Investment Group LLC, where he served on the management committee and led European private equity from 1998 to 2012, with focus areas spanning financial services, real estate, distressed restructurings, and asset-based businesses . He holds a Business Administration degree from Northeastern University (1986) . As a SPAC with a limited business purpose pending its initial business combination, ALDF does not disclose TSR, revenue growth, or EBITDA growth tied to his tenure; executive compensation programs are anticipated only post-business combination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortress Investment Group LLC | Co-founder, principal, board member; member of management committee; led European private equity | 1998–2012 | Focused on financial services, real estate, distressed debt restructurings, asset-based businesses; involved in private fundraising, IPOs, primary/secondary offerings, take-privates, and large debt financings/securitizations |
| UBS | Managing Director, Principal Finance | 1997–1998 | Principal finance activities |
| BlackRock Financial Management Inc. | Principal | 1993–1997 | Key role in raising and investing BlackRock Asset Investors, the firm’s first private equity fund |
| Lehman Brothers | Mortgage/securitization roles (US and Europe) | 1986–1993 | Structured finance and securitization markets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hagerty Inc. (HGTY) | Director | Current | Board service at specialty auto insurer |
| Global Net Lease Realty (public REIT) | Chairman of the Board | Current | Governance leadership at REIT |
| McLaren Racing Ltd. | Advisory Board Member | Current | Advisory role at a leading Formula 1 team |
| Race Team Alliance | Chairman | Current | Chairs association of NASCAR Cup Series teams |
| RK Motors | Owner | Current | Owns classic car restoration/resale business |
| Off The Chain Capital | Investor and Advisory Board Member | Current | Advisory role at crypto-focused hedge fund |
Board Governance
- Board service: Director since July 2024; Chairman and CEO since August 2024 .
- Independence: Majority of directors are independent (Nearburg, Kovensky, Demirors). Kauffman is an executive (not independent) .
- Committees: Audit Committee (Nearburg, Kovensky—Chair, Demirors) ; Compensation Committee (Nearburg, Kovensky, Demirors—Chair) ; Nominating & Corporate Governance Committee (Kovensky, Demirors, Nearburg—Chair) .
- Combined CEO/Chair: Board determined combined roles are appropriate given ALDF’s limited business purpose to effect an initial business combination; risk oversight is led by the full board with committee-specific oversight .
- Independent director sessions: Regular meetings of only independent directors are held .
- 2024 meetings: Board (1), Audit (1), Compensation (0); specific attendance disclosed for certain directors, not for Kauffman .
Fixed Compensation
ALDF discloses no cash compensation to directors or executive officers prior to completing its business combination; a monthly administrative fee is paid to the Sponsor for office and support services.
| Component | FY 2024 | 2025 YTD | Notes |
|---|---|---|---|
| Base salary (CEO/execs) | $0 | $0 | None of our directors or executive officers have received cash compensation for services rendered to the Company |
| Target bonus % | N/A | N/A | Executive compensation program to be developed post-business combination |
| Administrative fee (to Sponsor) | $20,000/month | $20,000/month | Office space, secretarial and administrative services; not intended as salary |
| Director retainers | $0 | $0 | No director cash compensation pre-business combination |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Executive incentive plan | N/A | N/A | N/A | N/A | To be established post-business combination |
- ALDF anticipates designing a program aligned with business objectives and shareholder value after the initial business combination; decisions to be set by a board comprising independent directors/compensation committee .
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Class B Founder Shares | % of Class B | % of Ordinary Shares | Notes |
|---|---|---|---|---|---|---|
| Robert I. Kauffman | 440,000 | <1% (“*”) | 5,558,214 | 90.2% | 18.6% | Includes 87,500 founder shares held personally; Kauffman is managing member of Aldel Investors II LLC (Sponsor) |
| Aldel Investors II LLC (Sponsor) | 440,000 Class A | <1% (“*”) | 5,470,714 | 88.8% | 18.3% | Kauffman has voting/investment discretion over Sponsor holdings |
- Founder shares convert to Class A concurrently with or immediately following the business combination on a one-for-one basis .
- Lock-up: Founder shares restricted until the earlier of (i) one year after completion of the business combination or (ii) the date the Class A shares trade at or above $12.00 for any 20 trading days within any 30-day period commencing at least 150 days after the business combination; release also occurs upon certain liquidations/mergers .
- Private placement securities: Restricted from transfer until 30 days post-business combination .
- Pledging/hedging: No pledging/hedging disclosures specific to Kauffman found in proxy/8-K materials .
Employment Terms
- Pre-combination agreements: ALDF is not party to any agreements with directors or executive officers that provide for benefits upon termination of employment .
- Post-combination: Compensation programs will be established after the initial business combination and determined by a compensation committee composed of independent directors or a majority of independent directors .
- Administrative support: The Sponsor or its affiliate is reimbursed $20,000 per month for office space, utilities, and secretarial/administrative support until an initial business combination or liquidation .
- Financing flexibility: Sponsor/officers/directors may loan funds to ALDF to finance transaction costs; up to $1,500,000 of such loans may be convertible into private units at $10.00 per unit at lender’s option .
- Timeline: ALDF has 24 months from offering close (subject to extensions by shareholder approval) to consummate a business combination; redemptions offered for public shares upon extension proposals .
Related Party Transactions
| Transaction | Amount/Terms | Timing | Notes |
|---|---|---|---|
| Sponsor administrative fee | $20,000/month | Ongoing until business combination | Office, utilities, secretarial and administrative support |
| Founder shares (Class B) | 5,750,000 for $25,000 (~$0.004/share) | July 19, 2024 | Initial issuance to Sponsor; subsequent transfers/purchases adjusted Sponsor holdings |
| Founder share transfers | 690,000 transferred | August 13, 2024 | To officers, directors, senior advisor, FG Merchant Partner LP |
| Founder share purchase | 410,714 additional | September 25, 2024 | Purchased at ~$0.004/share; initial shareholders aggregate 6,160,714 |
| Private units (Sponsor) | 477,500 units at $10 each | At IPO close | Units include warrant exercisable for one Class A share at $11.50; lock-up until 30 days after business combination |
| Convertible loans potential | Up to $1,500,000 | Pre-combination as needed | Convertible to private units at $10; terms to be determined; no trust funds used for repayment if deal fails |
Compensation Committee Analysis
- Composition: Nearburg, Kovensky, Demirors—each independent; Demirors chairs .
- Charter: Reviews/approves CEO and Section 16 officer compensation; administers incentive/equity plans; can retain independent compensation consultants/legal counsel; evaluates adviser independence per Nasdaq/SEC .
- Interlocks: No officer interlocks or insider participation that would create compensation committee conflicts identified .
Risk Indicators & Red Flags
- Combined CEO/Chairman: Governance concentration; board states structure suits SPAC’s limited purpose; majority independent mitigant .
- Sponsor/insider influence: Initial shareholders beneficially own ~21% of issued and outstanding Class B ordinary shares; Sponsor may influence significant corporate outcomes .
- Post-combination selling pressure: Founder shares unlock after performance/hard-time thresholds ($12 for 20/30 days after 150 days) or one-year anniversary; potential supply overhang post de-SPAC .
- Related party economics: Administrative fee, potential finder/advisory/success fees, and convertible loans—all reviewed under related party policy and audit committee oversight .
- Legal proceedings: None disclosed .
Investment Implications
- Pre-combination, Kauffman receives no salary or cash compensation; alignment is primarily via Sponsor/founder share economics, with significant beneficial ownership and lock-up terms that can both align and create selling pressure post-combination .
- Governance: Dual role as CEO/Chairman and non-membership on key committees places oversight with independent directors, which is standard for SPACs; board independence and committee structures are in place .
- Execution capability: His track record in complex capital markets transactions and private equity at Fortress, UBS, BlackRock, and Lehman suggests competence in sourcing and executing a business combination; post-combination pay will be set by independent structures, reducing pay risk if properly implemented .
- Monitoring: Watch for de-SPAC transaction terms, post-combination executive compensation design (metrics, weights, clawbacks), any related-party fees at close, and Form 4 activity around lock-up releases to gauge alignment and potential selling pressure .