Paul Baron
About Paul Baron
Independent director since December 29, 2023; age 53; BS, SUNY Plattsburgh. Baron is Chair of the Audit Committee and serves on the Nominating and Compensation Committees. He brings 20+ years of derivatives and macro trading experience (Bank of America, Deutsche Bank, Goldman Sachs), previously Co‑CIO of Michael Ovitz’s family office (2012–2023) and Director of Macro trading at Schonfeld (Apr–Nov 2023); currently Head of Business Development at Enhanced Digital Group (EDG) and Treasurer of Children in Conflict .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Schonfeld Asset Management (for PM Ben Melkman) | Director of Macro Trading | Apr 2023 – Nov 2023 | Managed trading across 4 PMs globally; COO responsibilities for 10 investment professionals; macro/relative value in rates, FX, equity, commodities, credit . |
| Michael Ovitz Family Office | Co‑CIO; currently consulting | 2012 – 2023; rejoined | Managed public markets portfolio; portfolio construction and risk . |
| Bank of America; Deutsche Bank; Goldman Sachs | Equity Derivatives Coverage | ~23 years prior to 2012 | Institutional client solutions in equity derivatives . |
| Big Blind Consulting LLC | Founding Member; Manager | Since Oct 2006 | Financial services consulting to various clients . |
External Roles
| Organization | Role | Start | Focus/Notes |
|---|---|---|---|
| Enhanced Digital Group (EDG) | Head of Business Development | Jul 2024 | Derivatives solutions on BTC/ETH/SOL for institutional clients; onshore; Dodd‑Frank compliant; previously EDG advisory board (2021) . |
| Children in Conflict (sister org to War Child UK) | Treasurer | Ongoing | Non‑profit focused on relief programs for children displaced by conflict . |
Board Governance
- Committee assignments: Audit (Chair), Nominating (Member), Compensation (Member) .
- Independence: Board determined Baron is an independent director under Nasdaq/SEC standards; independent directors hold regularly scheduled executive sessions .
- Years of service: Director since Dec 29, 2023 .
- Audit Committee qualifications: Board determined Baron is an “audit committee financial expert” with accounting/financial management expertise .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Cash retainer | None disclosed; “None of our officers or directors has received any cash compensation for services rendered to the Company” . |
| Meeting/committee fees | Not disclosed . |
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Vesting/Conditions | Notes |
|---|---|---|---|---|
| RSUs | Dec 29, 2023 | 50,000 RSUs | Issued only upon closing of an Initial Business Combination and shareholder approval of an equity plan | Equity contingent on de‑SPAC completion; no cash component disclosed . |
Governance signal: Equity is fully contingent on consummating a business combination, creating incentive alignment toward deal closure rather than ongoing performance .
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | Company filings list no other public company directorships for Baron . |
| Enhanced Digital Group (EDG) | Private | Head of Business Development | Crypto derivatives focus; regulatory adherence noted . |
Expertise & Qualifications
- Macro trading, derivatives, and portfolio management across public markets .
- Audit chair and designated financial expert under SEC rules .
- Non‑profit governance experience (Treasurer) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Outstanding Shares |
|---|---|---|---|
| Paul Baron | — (none disclosed) | — (none disclosed) | — (not listed with a percentage) |
Context: As of Sep 11, 2025 record date, directors/officers and affiliates collectively held ~90.98% of Ordinary Shares via Fulton AC/CBG/CB Co‑Investment, but Baron is not listed with direct Class A or Class B holdings in the beneficial ownership table .
Governance Assessment
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Positives:
- Independent director with deep financial markets expertise; audit chair and SEC “financial expert” designation strengthen oversight of controls and related‑party payments .
- Multi‑committee participation (Audit chair; Nominating; Compensation) enhances board effectiveness .
- Independent director executive sessions provide a forum for candid oversight .
-
Concerns/RED FLAGS:
- Pre‑commitment to vote for business combination/charter amendments via Letter Agreement (joinder executed Dec 29, 2023), which may constrain independent judgment on transaction quality .
- RSU award is fully contingent on de‑SPAC closing, potentially biasing toward deal completion over long‑term performance .
- Sponsor/affiliate control: Fulton AC and affiliates collectively controlled ~90.98% of Ordinary Shares at record date, which can overwhelm minority shareholder influence; also Fulton AC provides paid services ($30,000/month) and funding arrangements subject to board discretion, increasing related‑party exposure that Audit Committee must oversee .
- Market listing risk: company securities delisted from Nasdaq and trading on OTC markets, diminishing transparency/liquidity and elevating governance/perception risks .
-
Independence & Attendance:
- Independence affirmed; specific attendance rates not disclosed in filings (no data provided) .
-
Director Compensation structure:
- No cash compensation disclosed for directors; equity is contingent on transaction close (no ongoing performance metrics disclosed such as revenue/EBITDA/TSR) .
Overall implication: Baron’s financial expertise and audit leadership are strengths, but the structural incentives (contingent RSUs) and pre‑commitment agreements, combined with concentrated sponsor control and related‑party arrangements, signal elevated governance risk around transaction objectivity and minority shareholder protections .