Robert Tichio
About Robert Tichio
Robert Tichio (age 47) is a director of ANSC, serving since November 2023. He is CEO of Fortescue Capital (since Nov 2023) and formerly was a Partner/Managing Director at Riverstone Holdings (2006–Nov 2023). He holds an A.B. from Dartmouth (Phi Beta Kappa) and an M.B.A. with Distinction from Harvard Business School . He brings extensive private equity and SPAC transaction experience, including prior roles at Goldman Sachs PIA and J.P. Morgan M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverstone Holdings LLC | Partner and Managing Director | Feb 2006 – Nov 2023 | Led private equity investments; broad SPAC and energy portfolio exposure . |
| Goldman Sachs (Principal Investment Area) | Investor (PIA) | Pre-Riverstone | Private corporate equity investments . |
| J.P. Morgan (M&A Group) | Investment Banker | Early career | Advised on public company M&A, asset sales, defenses, LBOs . |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Permian Resources Corporation (NYSE: PR) | Director | Sep 2022 – Present . |
| Tritium DCFC Limited (NASDAQ: DCFC) | Director | 2022 – 2024 . |
| Hammerhead Energy Inc. (NASDAQ/TSX: HHRS) | Director | Feb 2023 – Dec 2023 . |
| Talos Energy, Inc. | Board member | Until Feb 2023 . |
| Decarbonization Plus Acquisition Corporation IV (DCRD) | CEO (Mar 2022–Feb 2023); Director (Feb 2021–Feb 2023) | 2021 – 2023 . |
| Solid Power, Inc. (NASDAQ: SLDP) | Director; Nominating & Corporate Governance committee member | Dec 2021 – May 2022 . |
| Fortescue Capital | Chief Executive Officer | Nov 2023 – Present . |
Board Governance
- Independence status: Not designated as an independent director (ANSC’s independent directors are Dr. Jennifer Aaker, Jeffrey H. Tepper, and Ted W. Hall) .
- Committees: Not listed as a member of either standing committee (Audit: Tepper—chair, Aaker, Hall; Compensation: Aaker—chair, Tepper, Hall) .
- Attendance: The Board held 4 meetings and the Audit Committee 4 meetings in FY2024; no director attended fewer than 75% of meetings (implies ≥75% attendance for all directors) .
- Years of service: On ANSC Board since November 2023 .
- Controlled company status: Prior to the business combination, ANSC is a NASDAQ “controlled company” with exemptions from certain governance requirements .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | No director/officer cash compensation paid prior to an initial business combination . |
| Committee chair/member fees | None disclosed/paid prior to an initial business combination . |
| Meeting fees | None disclosed/paid prior to an initial business combination . |
| Equity grants (RSUs/PSUs/options) | No director equity awards disclosed/paid prior to an initial business combination . |
| Private Placement Warrants | 9,400,000 warrants were sold at $1.00 to the warrant sponsor and independent directors at IPO; individual director allocations not disclosed . |
| Administrative fee to sponsor affiliate (not director pay) | $10,000/month for office/admin to sponsor affiliate (not paid to directors) . |
Performance Compensation
| Item | Detail |
|---|---|
| Annual/long-term incentives (metrics, targets, vesting) | Not applicable; no performance-based compensation disclosed prior to an initial business combination . |
Other Directorships & Interlocks
- Current public company boards: Permian Resources (director) .
- Recent public company boards: Tritium (2022–2024); Hammerhead (Feb–Dec 2023); Talos Energy (until Feb 2023); Solid Power (Dec 2021–May 2022) .
- SPAC roles: CEO/Director of Decarb IV through its business combination (Feb 2023) .
- Background context: Permian Resources traces back to Riverstone’s Silver Run I SPAC (Centennial → Permian) .
Expertise & Qualifications
- Private equity, energy-transition/decarbonization, SPAC transactions, and capital markets experience .
- Education: Dartmouth A.B. (Phi Beta Kappa); Harvard Business School M.B.A. with Distinction .
Equity Ownership
| Holder | Class A Shares | Class B (Founder) Shares | Approx. % of Outstanding |
|---|---|---|---|
| Robert Tichio | 0 | 0 | <1% |
Notes: Beneficial ownership excludes warrants. Independent directors participated in the IPO private placement warrants, but amounts by individual are not disclosed .
Related-Party & Conflict Considerations
- Sponsor/affiliates transactions: Independent directors (collectively with the warrant sponsor) purchased 9,400,000 Private Placement Warrants at $1.00 each at IPO (identical to public warrants, non-redeemable, exercisable cashless; expire only upon liquidation) .
- Working capital financing: ANSC issued a $1,500,000 unsecured note to the warrant sponsor on Aug 28, 2024; $838,405 was outstanding as of Dec 31, 2024, and the note is convertible into warrants at $1.00 at option of lender prior to business combination. If no business combination, repayment only from funds outside the Trust Account . As of June 30, 2025, $838,405 remained outstanding under a sponsor note referenced in proxy materials .
- Conflicts framework: Sponsor entities (Riverstone/Impact Ag) and directors/officers may have overlapping fiduciary duties; ANSC renounces interest in certain corporate opportunities not presented solely in their ANSC roles, and may pursue co-investments (Affiliated Joint Acquisitions) .
- Legal proceedings exposure: Several ANSC directors including Mr. Tichio have been named in civil lawsuits related to prior Riverstone-affiliated SPAC mergers (Hyzon—Decarb I; Solid Power—Decarb III). One dispute has a settlement in principle; others remain ongoing (no prediction of outcome) .
- Policies: As of the June 2025 proxy, ANSC had not adopted an insider trading policy, and disclosed it has no hedging policy for employees, officers or directors (policy expected post-business combination) .
Governance Assessment
-
Strengths
- Transaction experience: Deep PE/SPAC background and sector expertise that can aid target sourcing and de-SPAC execution .
- Committee structure/independence: Audit and Compensation committees are fully independent; audit regained compliance with NASDAQ 5605(c)(2) after reappointing Dr. Aaker (Mar 24, 2025) .
- Shareholder engagement: Strong turnout at June 25, 2025 AGM (≈87% of voting power present); auditor ratified (37,648,928 for; 9,660 abstain) .
-
Concerns / potential red flags
- Independence and alignment: Mr. Tichio is not classified as independent; beneficial ownership shows no Class A or Founder Shares as of May 30, 2025, indicating limited direct equity alignment prior to business combination .
- Related-party reliance: Outstanding sponsor working capital note (convertible into warrants), and private placement warrants held by sponsor/independent directors create perceived incentive misalignment if deal pressure increases near deadlines .
- Litigation overhang: Named defendant in SPAC-related suits (Hyzon/Solid Power), which may consume attention and pose reputational risk pending final outcomes .
- Policy gaps: Absence of insider trading and anti-hedging policies pre-business combination is below typical large-cap governance norms .
- Controlled company exemptions: Reduced board independence requirements until business combination .
Bottom line: Mr. Tichio brings significant deal-making and energy-transition expertise; however, he is not an independent director, holds no disclosed equity at ANSC as of the record date, and faces perceived conflict vectors common to SPACs (warrants/related-party financing). Litigation naming him from prior SPAC transactions and lack of pre-merger trading/hedging policies are additional monitoring points .
Notes and References
- Biography, roles, and education:
- Independence/committees/governance:
- Beneficial ownership:
- Private placement warrants:
- Working capital note:
- Legal proceedings (Hyzon, Solid Power):
- Policies (insider trading/hedging):
- AGM turnout and votes: