Fredrik Elmberg

About Fredrik Elmberg

Fredrik Elmberg, age 65, has served as an independent director of BYNordic Acquisition Corporation (BYNO) since February 2022. He is the owner-operator of Lejonet Invest GmbH (since 2009), with investments across food & beverage, sport-tech, consumer goods, and entertainment; he co-founded Boda Borg Germany in 2022 and served as CEO until March 2024. Elmberg holds a diploma in International Business Administration from Lund University (1985) and an MBA from Harvard Business School (1987, awarded with three major scholarships), and previously held CEO roles at Lindt & Sprüngli (Austria/Eastern Europe) and Mövenpick Global Branded Consumer Goods .

Past Roles

External Roles

Board Governance

• Role and independence: Elmberg is listed as an Independent Director on BYNO’s five-member board .
• Board size/terms: Board consists of five directors; the proxy’s general description states three-year terms, while the ballot form for the 2025 annual meeting references one-year terms for re-elected directors (note inconsistency between sections) .
• Nominating function: BYNO does not have a standing nominating committee; independent directors—including Elmberg—participate in identifying and recommending director nominees. The company intends to form a corporate governance and nominating committee if/when required by law or Nasdaq rules. All participating directors are independent under Nasdaq Rule 5605, and no nominating committee charter is in place .
• Voting control context: Sponsor and certain officers/directors and affiliates collectively beneficially owned and were entitled to vote ~72.5% of outstanding shares as of the 2025 proxy, materially influencing proposal outcomes .
• Re-election status: Elmberg was proposed for re-election at the 2025 annual meeting .

Other Directorships & Interlocks

• Public company boards: The director biography does not disclose current public-company directorships for Elmberg; listed roles are primarily private companies and portfolio holdings of Lejonet Invest GmbH .
• BYNO nominating participation: Elmberg’s role in nominating activities creates interlocks with other independent directors on selection processes (no standing committee) .

Expertise & Qualifications

• Education: Diploma in International Business Administration, Lund University (1985); MBA, Harvard Business School (1987, three major scholarships) .
• Domain experience: CEO/operating leadership across consumer goods, confectionery, and home automation, plus extensive board/chair roles in industrial equipment, water purification, food, and experiential entertainment .
• Investor/operator profile: Long-standing PE and investment experience via Arcadia and Lejonet Invest GmbH, with repeated execution of company sales/divestitures .

Equity Ownership

Beneficial ownership disclosures for Elmberg:

• Notes: Elmberg is reported with “—” (none) for beneficial ownership in both 2024 and 2025 proxy tables .

Governance Assessment

• Independence and engagement: Elmberg is designated independent and participates with other independents in director nominations. The absence of a standing nominating committee and charter centralizes nominating influence among independent directors without formalized processes—a governance nuance to monitor as BYNO evolves .

• Alignment: Proxy disclosures indicate no beneficial ownership by Elmberg as of 2024 and 2025 cutoffs, suggesting limited direct equity alignment. This is typical for SPACs but may be viewed by some investors as a lower “skin-in-the-game” signal relative to directors with shareholdings .

• Control risk: Sponsor and insider affiliates held ~72.5% of voting power as of the 2025 proxy, meaning proposals—including director re-elections and extensions—can pass without public shareholder support; this concentration can diminish external investor influence on governance outcomes .

• Committees and oversight: No explicit disclosures were found for Elmberg’s membership on audit or compensation committees; BYNO indicates future formation of a corporate governance and nominating committee as required. Investors should track committee formalization, charters, and any designation of a “financial expert” on audit to strengthen oversight optics .

• Conflicts of interest: The proxy explicitly notes that directors and officers may have financial/personal interests that can create conflicts relative to the best interests of stockholders; while Elmberg’s biography centers on private holdings, no specific related-party transactions with BYNO were disclosed in the reviewed proxy materials .

• RED FLAGS

  • Sponsor/insider voting control at ~72.5% materially reduces public holder influence, a structural governance concern for SPACs and post-combination transitions .
  • Lack of standing nominating committee and charter; reliance on independent directors for candidate recommendations without formalized governance documentation .
  • No disclosed equity ownership by Elmberg as of proxy dates—monitor post-combination equity alignment or adoption of director ownership guidelines if/when applicable .

Data gaps: No disclosures found for Elmberg’s board/committee attendance, director compensation (cash retainers, equity grants), audit/compensation committee membership, or say‑on‑pay outcomes in the reviewed DEF 14A filings. These items should be rechecked in future proxies or 8‑Ks if BYNO transitions to an operating company with standard committee structures .