Judith Rodin
About Judith Rodin
Judith Rodin, PhD (age 79) has served as an independent director of Athena Technology Acquisition Corp. II (ATEK) since 2021; she previously led The Rockefeller Foundation as President (2005–2017), served as President of the University of Pennsylvania (1994–2004), and held multiple senior academic roles at Yale University across 22 years. She holds a B.A. in Psychology from the University of Pennsylvania and a Ph.D. in Psychology from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Rockefeller Foundation | President | Mar 2005 – Jan 2017 | Led global social, economic, health, and environmental initiatives |
| University of Pennsylvania | President; Professor of Psychology, Medicine & Psychiatry | 1994 – 2004 | Chief executive; academic leadership |
| Yale University | Chair, Dept. of Psychology; Dean, Graduate School of Arts & Sciences; Provost; Faculty | ~22 years prior to 1994 | Senior academic leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laureate Education | Director; Nominating & Governance Committee member | Since 2013 | Governance oversight |
| Prodigy Services Limited (fintech) | Chair of the Board | Since 2019 | Board leadership |
| Comcast Corporation (Nasdaq: CMCSA) | Director; Audit & Compensation Committees | 2002 – 2018 | Audit/comp oversight |
| American Airlines Group (Nasdaq: AAL) | Director; Audit Committee | 1997 – 2013 | Audit oversight |
| Citigroup Inc. | Director; Nominating & Governance and Compensation Committees | 2004 – 2017 | Governance/comp oversight |
| Athena Technology Acquisition Corp. (ATHN) | Director | Beginning in 2021 | SPAC board experience |
Board Governance
- Committee assignments: Judith Rodin chairs the Compensation Committee (as of July 2024) and chairs the Nominating & Corporate Governance Committee; she serves on both committees .
- Independence: The Board determined Judith Rodin is independent under SEC and NYSE American rules; independent directors form a majority of the Board .
- Board composition and tenure: Rodin is a Class II director; nominated for a term expiring at the 2027 Annual Meeting .
- Attendance/engagement: In fiscal 2022, each director attended at least 75% of Board and committee meetings; in fiscal 2023, the Compensation Committee and the Nominating & Corporate Governance Committee did not meet (SPAC-stage inactivity) .
- Executive sessions: Non-management directors meet in regular executive sessions without management present per Corporate Governance Guidelines .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | None prior to initial business combination | Company states no compensation paid to directors prior to consummation of a business combination |
| Committee membership fees | None prior to initial business combination | No director compensation paid pre-business combination |
| Committee chair fees | None prior to initial business combination | No director compensation paid pre-business combination |
| Meeting fees | None prior to initial business combination | No director compensation paid pre-business combination |
| Equity grants (RSUs/DSUs) | None prior to initial business combination | Pre-combination equity-based director pay not in effect |
Notwithstanding sponsor administrative payments ($10,000/month to Sponsor for office/administrative support), no compensation of any kind is paid to directors prior to an initial business combination .
Performance Compensation
| Metric/Structure | Status |
|---|---|
| Performance-based equity (PSUs); TSR/EBITDA/Revenue metrics | Not applicable prior to initial business combination |
| Option awards; strike/vesting tied to performance | Not applicable prior to initial business combination |
| Discretionary bonuses; ESG-linked goals | Not applicable prior to initial business combination |
Other Directorships & Interlocks
| Company | Shared relationships or potential interlocks | Assessment |
|---|---|---|
| Laureate Education; Prodigy Services; Comcast; American Airlines; Citigroup | Historic and current external boards listed; no ATEK counterparties disclosed to indicate transactional interlocks | No disclosed interlocks with ATEK counterparties; SPAC has not consummated a business combination |
Expertise & Qualifications
- Academic and leadership credentials: Former President of The Rockefeller Foundation and University of Pennsylvania; senior leadership roles at Yale; PhD in Psychology (Columbia), BA in Psychology (UPenn) .
- Corporate governance and compensation oversight: Prior service on audit, compensation, and nominating & governance committees at multiple large-cap companies; current chairs two governance committees at ATEK .
Equity Ownership
| Data Point | Feb 21, 2024 (Record Date) | Aug 21, 2025 (Record Date) |
|---|---|---|
| Shares outstanding (Class A) | 12,033,039 | 10,145,156 |
| Judith Rodin – shares beneficially owned | — (0) | — (0) |
| Ownership % | — (0%) | — (0%) |
| Notes | Tables list Rodin with no beneficial ownership; Sponsor holds majority | Same; Sponsor controls ~96.9% of Class A via founder/private placement holdings |
No pledging/hedging, options, or RSU/PSU holdings are disclosed for Judith Rodin; the director beneficial ownership table shows no shares owned .
Governance Assessment
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Strengths:
- Deep governance experience across large public companies; chairs Compensation and Nominating & Corporate Governance at ATEK, indicating board confidence in expertise .
- Independent status and established executive session practices support board oversight quality .
-
Risks and potential conflicts:
- Sponsor control: Sponsor owned ~88.4% of Class A as of Nov 2024 and ~96.9% as of Aug 2025; extensions/combination timing directly affect Sponsor economics, creating alignment risks the board must actively manage .
- SPAC-stage incentives: Company disclosures emphasize directors/officers may have interests different from public stockholders regarding extension/completion of a business combination, including Sponsor founder shares/private units becoming worthless upon liquidation .
- Committee inactivity: Compensation and Nominating & Corporate Governance Committees did not meet in 2023, typical for SPACs pre-combination but a signal of limited committee activity; post-2024 reconstitution places Rodin as Compensation Chair .
- Board changes and related-party environment: Mid-2024 resignation of Randi Zuckerberg and CFO transition note references services from Calabrese Consulting, potentially constituting a related party transaction; underscores need for robust audit/governance controls (not tied to Rodin personally) .
-
RED FLAGS:
- Extreme sponsor concentration (88–97%) and repeated charter extensions to prolong deal window elevate conflict-of-interest risk relative to public holders .
- Explicit disclosure that directors/officers have interests that may diverge from stockholders in the context of extensions and business combination completion .
Overall, Judith Rodin brings high-caliber governance credentials and independence, but investor confidence hinges on how effectively the board, under her committee leadership, mitigates SPAC-specific conflicts (sponsor control, extension incentives) and ensures transparent, shareholder-aligned decision-making .