Sharon Brown-Hruska
About Sharon Brown-Hruska
Independent Class II Director at Athena Technology Acquisition Corp. II (ATEK) since December 2021; age 65; re-nominated to serve through the 2027 annual meeting. PhD economist with prior service as Chief Economist of the U.S. Department of State (2019–2021) and Commissioner at the U.S. Commodity Futures Trading Commission (2002–2006). Education: BA (Economics & International Studies), MA and PhD (Economics), Virginia Tech. Audit Committee Chair; designated “Audit Committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Dept. of State | Chief Economist | Jan 2019 – Jan 2021 | Led economic analysis supporting policy; thought leadership published in major outlets. |
| U.S. CFTC | Commissioner | Jul 2002 – Jul 2006 | Oversight of derivatives markets; regulatory policymaking. |
| National Economic Research Associates (NERA) | Managing Director & Partner, Global Securities & Finance | Jul 2006 – Jan 2019 | Expert economic consulting; securities and finance practice leadership. |
| Tulane University, Freeman School | Professor | Jul 2012 – Jun 2016 | Academic research/teaching in finance/economics. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FMX Futures Exchange, L.P. | Independent Director; Chair, Regulatory Oversight Committee | Since Dec 2021 | Regulatory governance of exchange operations. |
| PRIME Finance Foundation | Management Board | Since Oct 2021 | Governance/education on complex financial disputes. |
| MarketAxess (Nasdaq: MKTX) | Public Director; Corporate Governance Committee | Apr 2010 – Apr 2013 | Governance of electronic trading platform. |
| Electronic Liquidity Exchange | Public Director | May 2009 – Sep 2016 | Oversight of market structure platform. |
| International Securities Exchange Trust | Trustee | Dec 2007 – Jun 2016 | Exchange-related fiduciary oversight. |
Board Governance
- Independence: Classified as independent under NYSE American and SEC rules; board majority independent (Rodin, Brown‑Hruska, Bryant, Trabuco).
- Committees: Audit (Chair; members Bryant, Trabuco; Brown‑Hruska and Trabuco designated “financial experts”); Compensation (member; chaired by Rodin); Nominating & Corporate Governance (Rodin, Bryant).
- Audit Committee work: Signed Audit Committee Report recommending inclusion of 2023 audited financials in 10-K.
- Attendance: Four board meetings in FY2023; each director attended ≥75% of board and committee meetings; five of six directors attended the 2023 annual meeting.
- Executive sessions: Regular meetings of non‑management directors without management present per Corporate Governance Guidelines.
- Board leadership structure: Combined CEO/Chair (Isabelle Freidheim), with risk oversight responsibilities allocated across committees.
Fixed Compensation
ATEK (a SPAC) does not pay director cash or equity compensation prior to completion of a business combination; sponsor receives $10,000/month for administrative services; directors may be reimbursed for out‑of‑pocket expenses.
| Component | Amount / Terms |
|---|---|
| Annual cash retainer | None. |
| Committee membership fees | None. |
| Committee chair fees | None. |
| Meeting fees | None. |
| Equity (annual grants/DSUs) | None. |
| Administrative services (Sponsor) | $10,000/month until business combination or liquidation. |
Performance Compensation
| Performance-linked metrics in director compensation | None (no director compensation prior to business combination). |
Other Directorships & Interlocks
- Current public company boards: None disclosed.
- Prior public company boards: MarketAxess (2010–2013).
- Exchange/trading venue roles: FMX Futures Exchange (current), Electronic Liquidity Exchange (prior), ISE Trust (prior).
- Potential interlocks: No disclosed overlaps with ATEK’s key counterparties.
Expertise & Qualifications
- Designated Audit Committee financial expert; financially literate.
- Deep regulatory expertise in derivatives and securities (CFTC Commissioner; FMX ROC Chair).
- Economic analysis and policy leadership (State Dept. Chief Economist; NERA Managing Director).
- Academic credentials: BA, MA, PhD in Economics (Virginia Tech).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Sharon Brown‑Hruska | — | — (0%) |
| Sponsor (Athena Technology Sponsor II LLC; controlled by CEO/Chair Isabelle Freidheim) | 9,835,000 | 88.4% |
- Anti‑hedging: Directors, officers, employees and related parties prohibited from hedging/monetization transactions (e.g., swaps, collars, exchange funds).
Governance Assessment
-
Positives
- Independent director with strong regulatory and economic credentials; Audit Committee Chair and financial expert designation underpin oversight credibility.
- Regular executive sessions and formal committee charters for audit, compensation, and nominating/governance.
- No director pay (pre‑deal) reduces near‑term cash conflicts; reimbursements overseen by Audit Committee.
-
Risks / RED FLAGS
- Sponsor control: Sponsor holds ~88.4% of Class A and can unilaterally approve director elections and extension proposals, diminishing public shareholder influence.
- Trust account control deficiencies: Misallocations from Trust for operating expenses ($669,440) later replenished via sponsor loan; indicates internal control weaknesses under Audit Committee purview.
- Compliance and listing risks: Repeated late SEC filings (10‑K, 10‑Qs) and NYSE American non‑compliance notices; risk of delisting tied to SPAC timeline and continued listing criteria.
- Tax exposure: Past‑due 1% excise tax on redemptions (approx. $2.396M due Oct 31, 2024; penalties and interest accruing), further redemption‑related excise exposure possible.
- Financial risk disclosures: Going concern language and prior restatement raise questions on control environment effectiveness.
- Structure: Combined CEO/Chair may limit independent board challenge; heavy sponsor influence.
- Alignment: Brown‑Hruska holds no ATEK shares; alignment is reputational/regulatory rather than economic.
-
Related‑party oversight
- Audit Committee is responsible for pre‑approving related‑party transactions; sponsor administrative payments and working capital loans disclosed (including $1.5M note used to replenish misallocated funds).
Implications for investors: Brown‑Hruska brings strong regulatory and audit oversight credentials, but sponsor dominance and documented control/compliance lapses at ATEK elevate governance risk. Continued scrutiny of Audit Committee remediation (controls around Trust, timely reporting, listing compliance) is warranted.