Thomas Smith
Chief Financial Officer, Chief Accounting Officer and Secretary at Agriculture & Natural Solutions Acquisition
Executive
About Thomas Smith
Thomas Smith is ANSC’s Chief Financial Officer, Chief Accounting Officer, and Secretary (appointed October 2023). He is also the Chief Financial Officer of Riverstone Holdings LLC and previously held finance roles at Apax Partners and Ernst & Young; he holds a B.S. in Accounting from Fairfield University and is a CPA . ANSC is a SPAC with no operating revenues; investor returns are tied to trust assets, with the redemption price approximately $10.97 per share as of October 6, 2025, versus the IPO unit price of $10.00 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ANSC | Chief Financial Officer, Chief Accounting Officer, Secretary | Oct 2023–present | Finance leadership of SPAC pursuing ag/natural capital combination |
| Riverstone Holdings LLC | Chief Financial Officer | 2013–present | Finance leadership across Riverstone platform and SPACs (Decarb I–IV) |
| Apax Partners, LP | Assistant Controller (prior roles in finance) | Not disclosed (prior to 2013) | Private equity finance and reporting experience |
| Ernst & Young LLP | Assurance (public and private companies) | Not disclosed (prior to Apax) | Audit/assurance foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Riverstone Holdings LLC | Chief Financial Officer | 2013–present | Involved with SPACs Decarb I–IV; also involved with CH4 Natural Solutions Acquisition Corporation (not owned/controlled by Riverstone) |
Fixed Compensation
- ANSC has paid no cash compensation to officers or directors prior to an initial business combination; instead, an affiliate of the Sponsor receives $10,000 per month for office space, utilities, and administrative support .
- There are no agreements providing benefits upon termination of employment for officers/directors as of the latest filings .
| Item | Amount/Status | Period/Notes |
|---|---|---|
| Base salary ($) | $0 (no officer cash compensation prior to business combination) | Current policy pre-business combination |
| Target bonus % | Not applicable | No pre-combination officer bonuses |
| Bonus paid ($) | $0 | No pre-combination bonuses |
| Admin fee to Sponsor affiliate ($/mo) | $10,000 | Ongoing until business combination or liquidation |
Performance Compensation
- No equity awards (RSUs/PSUs/options) or performance-based compensation are granted to officers prior to a business combination; post-combination pay (if any) will be determined by the combined company’s independent directors .
| Incentive Type | Grant/Terms | Metrics/Weighting | Payout/Vesting |
|---|---|---|---|
| RSUs/PSUs | None prior to business combination | — | — |
| Options | None prior to business combination | — | — |
| Performance bonus | None prior to business combination | — | — |
Equity Ownership & Alignment
- Beneficial ownership table shows no Class A or Class B ordinary shares reported for Thomas Smith; Sponsor (managed through Riverstone entities) holds 8,225,000 Class B founder shares (19.1% of outstanding) and independent directors hold smaller founder stakes .
- The company has not adopted an insider trading policy and has no hedging practices/policies as of the latest proxy, a governance gap for alignment controls .
| Holder | Class A Shares | Class B Shares | Approx. % of Outstanding |
|---|---|---|---|
| Thomas Smith | 0 | 0 | 0.0% |
| Agriculture & Natural Solutions Acquisition Sponsor LLC (Sponsor) | — | 8,225,000 | 19.1% |
| Dr. Jennifer Aaker (Director) | — | 120,000 | <1% |
| Ted W. Hall (Director) | — | 240,000 | <1% |
| Jeffrey H. Tepper (Director) | — | 40,000 | <1% |
Additional alignment context:
- Shares outstanding as of May 30, 2025: 34,500,000 Class A and 8,625,000 Class B (43,125,000 total) .
- Redemption price/share approximately $10.97 and trust balance approximately $378.5 million as of October 6, 2025 .
| Metric | Value | Date |
|---|---|---|
| Redemption price per share ($) | 10.97 | Oct 6, 2025 |
| Trust account balance ($mm) | 378.5 | Oct 6, 2025 |
| IPO unit price ($) | 10.00 | Nov 13, 2023 |
Pledging/guidelines:
- No disclosure of pledging by Thomas Smith; the company reports no insider hedging policy and no insider trading policy as of June 2025 .
Employment Terms
- Appointed October 2023; officers are appointed by and serve at the discretion of the Board (no fixed term) .
- No employment agreements providing severance/change-of-control benefits; any future compensation post-combination to be set by independent directors of the combined company .
- Company-level governance: ANSC is a “controlled company” under Nasdaq rules prior to a business combination (initial shareholders elect directors), and uses applicable governance exemptions .
| Term | Disclosure |
|---|---|
| Start date | October 2023 (CFO/CAO/Secretary) |
| Contract term | At Board discretion; officers serve at the pleasure of the Board |
| Severance/CoC | None disclosed; no benefits upon termination |
| Non-compete/Non-solicit | Not disclosed |
| Hedging/Insider trading policy | No hedging policy; no insider trading policy adopted as of June 2025 |
Additional Context and Related-Party Mechanics
- Private Placement Warrants were purchased by Warrant Holdings Sponsor and independent directors (9,400,000 total at $1.00/warrant) and are exercisable for Class A at $11.50; they become exercisable 30 days after business combination; Sponsor lock-ups apply .
- A Working Capital Note to Warrant Holdings Sponsor had $838,405 outstanding as of December 31, 2024; up to $1.5 million can convert into warrants at $1.00/warrant, creating potential dilution .
- If the extension is approved, the Sponsor affiliate agreed to deposit $0.02 per public share monthly into the trust until earlier of business combination or extended termination date, in exchange for a non-interest-bearing promissory note that may convert into warrants at $1.00 .
Investment Implications
- Pay-for-performance alignment: Pre-combination, officers (including Thomas Smith) receive no salary/bonus and hold no reported equity, limiting direct “skin in the game” for Smith; meanwhile, Sponsor and certain directors hold founder shares and private warrants that accrue value if a deal closes .
- Retention risk: At-will appointment, no severance/CoC protection, and no guaranteed compensation pre-combination suggest limited contractual retention mechanisms; post-combination comp is unknown and will be determined by the new board .
- Governance risk: The absence of an insider trading policy and hedging policy is a notable control gap, and the “controlled company” status concentrates governance with initial shareholders until a deal closes .
- Dilution and warrant overhang: Sponsor/affiliate instruments (private placement warrants and potential conversion of the Working Capital Note) can dilute public holders post-combination; redemption price and trust balance underpin downside protection pre-deal ($10.97/share as of 10/6/25) but do not mitigate post-merger dilution .
- Track record and execution: Smith’s Riverstone CFO role and involvement across multiple SPACs (Decarb I–IV, CH4) support transaction execution credibility; however, ANSC remains pre-revenue by design, and investor outcomes hinge on target quality and structure .