Lawrence Leighton
About Lawrence Leighton
Lawrence Leighton is an independent director and U.S. citizen with ~50 years of international investment banking experience. He holds a B.S.E. from Princeton University and an M.B.A. from Harvard Business School, and is age 90 per the company’s FY2024 10-K. The board is classified; his term (Class II) expires at the second annual meeting of shareholders; the board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bentley Associates (boutique investment bank) | Managing Director | Since 1997 | Senior advisory roles in M&A |
| UI USA (Union d’Ètudes et d’Investissements, merchant banking arm of Crédit Agricole) | President & CEO | Began 1989 | Led U.S. subsidiary operations |
| Chase Bank | Managing Director | 1982–1989 | International corporate finance |
| Bear, Stearns & Co. | Limited Partner | Not disclosed | Focused on international M&A |
| Norton Simon | Director of Strategic Planning/M&A | Starting 1974 | Corporate strategy and M&A execution |
| Clark, Dodge & Co. | Co-Head, Corporate Finance | Not disclosed | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bon Natural Life Limited | Director | Since June 2021 | Not disclosed |
Board Governance
- Board classification: three classes; Leighton is Class II (term expires at the second annual meeting) .
- Independence: Board determined Leighton is “independent” under Nasdaq rules; independent directors hold executive sessions .
- Committees:
- Audit Committee: Member; Jun Zhang is Chair; all members independent; committee charter covers auditor oversight, pre-approval of services, related-party transaction review, and legal/compliance oversight .
- Compensation Committee: Chair; members are Leighton, Wei Li, Jun Zhang; charter covers CEO and officer compensation, equity plans, perquisites, and adviser independence review .
- Nominating: No standing nominating committee; majority of independent directors recommend nominees per Nasdaq Rule 5605(e)(2) .
- Geographic/CFIUS context: Other than Leighton, directors/executive officers have significant ties to China, which introduces potential CFIUS review risks for business combinations .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual retainer (cash) | $0 prior to completion of business combination | |
| Committee chair/member fees | $0 prior to completion of business combination | |
| Meeting fees | $0 prior to completion of business combination | |
| Expense reimbursement | Out-of-pocket expenses reimbursed; no cap disclosed |
The company pays $10,000/month to Bowen Holding LP for office/admin services and engaged TenX Global Capital (a member of Bowen Holding LP) for quarterly accounting support—both related-party arrangements (not director compensation). These are reviewed under related-party policies .
Performance Compensation
| Metric/Instrument | Grant Date | Quantity | Fair Value/Terms | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| Stock options | N/A | N/A | None granted since formation | N/A | N/A |
| RSUs/PSUs | N/A | N/A | None granted since formation | N/A | N/A |
| Incentive Plan | Approved Jan 2025 (post-transaction) | N/A | Plan approved; no director grants disclosed to date | N/A | N/A |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Bowen Holding LP (Sponsor) | Leighton holds a partnership interest | Potential indirect financial interest via sponsor’s holdings and arrangements | Beneficial ownership tables note indirect interests via partnership; sponsors hold founder/private shares and have special voting/liquidation waivers |
Expertise & Qualifications
- International investment banking, corporate finance, and M&A leadership across major institutions (Bear Stearns, Chase, Crédit Agricole) .
- Board and governance experience at Bon Natural Life Limited .
- Financial literacy; serves on Audit and Compensation Committees; Compensation Committee Chair .
- Education: Princeton B.S.E.; Harvard MBA; U.S. citizen .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Lawrence Leighton (individual) | Less than 1% | Less than 1% | Tables explicitly show “*” for each director; indirect interests may exist via partnership in Bowen Holding LP but excluded from table |
| Bowen Holding LP (Sponsor) | 569,250 | 18.3%–18.9% (varies by date) | Sponsor interests; Dahe Zhang controls Bowen Management LLC (managing member) |
| Createcharm Holdings Ltd (Sponsor) | 1,497,532 | 48.1%–49.7% (varies by date) | Sole director/shareholder: Na Gai (Chairwoman) |
The beneficial ownership tables note that director individual entries do not include shares that may be indirectly owned via partnership interests in Bowen Holding LP .
Governance Assessment
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Strengths:
- Deep M&A and corporate finance background; adds U.S.-based governance and capital markets expertise to a board with significant China ties .
- Independent status confirmed; chairs Compensation Committee and sits on Audit Committee, aligning with governance best practices .
- Audit and Compensation charters explicitly cover related-party transaction oversight and adviser independence, which is critical in a SPAC context with sponsor affiliations .
-
Risks and RED FLAGS:
- Related-party exposure: The company pays $10,000/month to Bowen Holding LP for office/admin services and engages TenX Global Capital (member of Bowen Holding LP) for accounting support—potential conflicts given directors (including Leighton) have partnership interests in Bowen Holding LP. Oversight is via Audit Committee, but indirect benefits may persist until de-SPAC .
- Sponsor incentives: Sponsors and affiliates hold founder/private shares with waivers and special voting arrangements; if the SPAC fails to consummate a combination, these securities can become worthless, creating misaligned incentives vs. public shareholders .
- CFIUS exposure: Other than Leighton, directors/executive officers have significant ties to China, which may complicate or delay business combinations subject to U.S. foreign investment review—an overhang for investors .
-
Independence and engagement:
- Independent sessions are held; independence affirmed under Nasdaq rules .
- Meeting attendance rates are not disclosed in the proxies/10-K reviewed (no data provided).
Overall: Leighton’s U.S. pedigree and committee leadership support board effectiveness. However, sponsor-related arrangements and potential indirect interests (partnership in Bowen Holding LP) alongside CFIUS constraints represent governance and execution risks that can affect investor confidence if not mitigated through robust independent oversight and transparent disclosures .