Carolyn Trabuco

About Carolyn Trabuco

Independent director (Class I) at ATEK since 2024; age 55. She is designated “independent” under NYSE American/SEC rules and serves on the Audit Committee, where the Board determined she qualifies as an “Audit Committee financial expert.” Her current Class I term runs to the 2026 annual meeting. Background spans public-company board service, asset management, commodities research/trading, and ESG-focused research; education includes a BA (Georgetown) and MPA (Sacred Heart).

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee (members: Sharon Brown‑Hruska [Chair], Trier Bryant, Carolyn Trabuco). Audit met 4 times in 2023.
• Independence: Board majority independent (Rodin, Brown‑Hruska, Bryant, Trabuco). Trabuco meets independence standards and is financially literate; Board determined she is an “Audit Committee financial expert.”
• Attendance: In 2023, each director attended at least 75% of Board and committee meetings while serving; directors are expected to attend all meetings per guidelines.
• Executive sessions: Non‑management directors meet in executive session on a regularly scheduled basis per Corporate Governance Guidelines.
• Leadership: CEO serves as combined Chair (Isabelle Freidheim).

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Audit and financial oversight: Audit Committee financial expert designation at ATEK; audit/comp committee service at multiple public companies.
• Sector expertise: Metals/mining, commodities, aviation, infrastructure; ESG research integration.
• Capital markets and research: Sell-side and buy-side research, portfolio management.

Equity Ownership

• Hedging policy: Insider Trading Policy prohibits hedging/monetization transactions for directors. No pledging disclosed.

Governance Assessment

• Sponsor control and voting dynamics: Sponsor holds ~88–97% of shares and has agreed to vote all shares for extensions/business combination. ATEK can approve key proposals even if public holders vote against; public votes may be functionally moot. This undermines minority shareholder influence.
• Trust-account and compliance issues: Company disclosed misallocation/withdrawals from the Trust Account for operating expenses contrary to the Trust Agreement in 2023–2024 (later replenished via Sponsor intercompany loan), indicating control and process weaknesses.
• Excise tax liabilities and penalties: Recorded ~$2.40M (2023) excise tax, additional amounts for 2024, and past‑due notices with accruing penalties/interest; aggregate payable ~$3.69M as of mid‑2025.
• Delisting and market-access risk: Securities were delisted from NYSE American in Dec 2024; currently quoted on OTC Pink, reducing liquidity and potentially complicating business combination execution and listing requirements.
• Going concern and controls: Auditor report and management note substantial doubt about going concern; identified material weakness in internal controls; prior restatements increase governance risk.
• Committee effectiveness: Audit Committee is active; Compensation and Nominating committees did not meet in 2023 given SPAC status (no director pay, limited governance changes).

Implications:

• Alignment: Trabuco owns no ATEK shares; alignment relies on reputation and committee oversight rather than equity incentives.
• Effectiveness: Her audit expertise strengthens financial oversight; however, sponsor control, Trust‑account issues, excise tax liabilities, delisting, and control weaknesses pose significant governance red flags that can weigh on investor confidence and transaction execution.

RED FLAGS

• Sponsor’s near‑total voting control and ability to pass proposals irrespective of public holder views.
• Trust account misallocation (later replenished) indicating process lapses.
• Accruing excise tax liabilities/penalties and late filings history.
• Delisting to OTC Pink; reduced liquidity and listing uncertainty for a future combined company.
• Material weakness in internal control and going concern disclosure.

Notes on Related‑Party Transactions

• Audit Committee must pre‑approve RPTs. An 8‑K disclosed the new CFO’s consulting firm provided services to ATEK, “which may result in a related party transaction.” No related‑party ties were disclosed for Trabuco.

Committee Composition Snapshot (ATEK)