Terry Alan Farris
About Terry Alan Farris
Terry Alan Farris (age 50) is Chairman of the Board and an independent director of Cactus Acquisition Corp. 1 Limited (CCTSF) since May 16, 2024, with over 30 years of experience in Asia advising ultra-high-net-worth families on succession planning, family office structures, and impact investing . He chairs the Audit Committee and is designated the Audit Committee Financial Expert, with accounting or related financial management expertise . Prior roles include Managing Director of Pleco Inc., Founder/Board Member of Asia Impact Foundation, and Chairman of EdventureCo Asia Pacific and Lumify Work Philippines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pleco Inc. | Managing Director | Not disclosed | Private wealth advisory; governance |
| Asia Impact Foundation | Founder & Board Member | Not disclosed | Philanthropy, impact investing |
| EdventureCo Asia Pacific | Chairman | Not disclosed | Education sector leadership |
| Lumify Work Philippines | Chairman | Not disclosed | Workforce training leadership |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Pleco Inc. | Managing Director | Private | UHNW advisory |
| Asia Impact Foundation | Founder/Board Member | Non-profit | Impact investing focus |
| EdventureCo Asia Pacific | Chairman | Private | Education |
| Lumify Work Philippines | Chairman | Private | Training |
Board Governance
- Board role: Chairman of the Board; independent director .
- Independence: Board determined Farris qualifies as independent under SEC/Nasdaq standards .
- Committees:
- Audit Committee: Chair (Farris), members included Farris, Jeff LeBlanc, Rainer Michael Preiss; Farris designated “audit committee financial expert” . Note: LeBlanc resigned June 20, 2025; committee membership likely reconstituted thereafter .
- Compensation Committee: Company states fully composed of independent directors (members not enumerated) .
- Nominating (no standing committee): Independent directors (Farris and LeBlanc) may recommend nominees to the Board .
- Executive sessions: Independent directors hold regularly scheduled meetings without management .
- Voting/Control Context: Current and prior sponsors beneficially owned ~61.58% of outstanding shares as of the record date; all directors and affiliates expected to vote in favor of extension proposals .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual retainer (cash) | None | Company states none of its officers or directors has received any cash compensation for services rendered to the Company . |
| Committee membership fees | None disclosed | Not disclosed; company indicates no cash compensation . |
| Committee chair fees | None disclosed | Not disclosed; company indicates no cash compensation . |
| Meeting fees | None disclosed | Not disclosed; company indicates no cash compensation . |
Performance Compensation
| Instrument | Grantor | Grant/Assignment | Vesting/Conditions | Notes |
|---|---|---|---|---|
| Founder Shares | Current Sponsor (ARWM Inc Pte. Ltd.) | 35,000 founder shares assigned to Farris | Not disclosed | Assignment noted in DEF 14A footnote; equity provided by sponsor rather than company . |
- No RSUs/PSUs, options, performance metrics, clawbacks, severance, or change-of-control terms disclosed for directors in available filings; Company indicates directors may receive compensation after a business combination .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Public/Private | Interlocks/Conflict Notes |
|---|---|---|---|---|
| None disclosed (public company boards) | — | — | — | No public company directorships disclosed in filings . |
| Pleco Inc. | Managing Director | — | Private | Advisory to UHNW families; general conflicts oversight described under Cayman duties . |
| Asia Impact Foundation | Founder/Board | — | Non-profit | Impact philanthropy . |
| EdventureCo Asia Pacific | Chairman | — | Private | Education . |
| Lumify Work Philippines | Chairman | — | Private | Training . |
Expertise & Qualifications
- Financial literacy and audit oversight; designated Audit Committee Financial Expert .
- Corporate governance and private wealth advisory in Asia; impact investing leadership .
Equity Ownership
| Item | Value/Status | Notes |
|---|---|---|
| Total beneficial ownership (company table) | Not shown (“-”) | DEF 14A beneficial ownership table lists “-” for Farris; footnote indicates assignment of 35,000 founder shares by sponsor . |
| Founder shares assigned | 35,000 | Assigned by current sponsor ARWM Inc Pte. Ltd. . |
| Ownership guidelines | Not disclosed | No director stock ownership guidelines disclosed. |
| Pledging/Hedging | Not disclosed | No disclosures on pledging/hedging. |
| Vested vs unvested | Not disclosed | Terms not disclosed. |
Governance Assessment
- Strengths:
- Independent director serving as Audit Committee Chair and designated financial expert; independent committees and executive sessions support oversight rigor .
- Background in governance, family office advisory, and impact investing aligns with fiduciary responsibilities .
- Risks and potential conflicts:
- Sponsor-provided equity (35,000 founder shares) creates perceived alignment with sponsor outcomes; combined with sponsor control (~61.58% shares) and sponsor loans convertible into warrants, this may bias board decisions toward extension/transaction completion rather than liquidation .
- LeBlanc’s resignation (June 20, 2025) necessitates audit/compensation committee reconstitution; temporary gaps could impair committee effectiveness if not promptly addressed .
- Directors and affiliates expected to vote “FOR” extension; board and sponsor interests include founder shares and private warrants that would expire worthless if no business combination occurs—material conflict that investors should monitor .
- Section 16(a) compliance: Farris and others failed to timely file Form 3 upon appointment—administrative lapse; corrected days later, but a minor governance red flag .
- Attendance: Not disclosed; cannot assess engagement.
- Compensation: No cash compensation before business combination; equity assigned by sponsor rather than company. Absence of performance-linked director pay and lack of disclosed clawbacks or ownership guidelines limit pay-for-performance alignment .
RED FLAGS
- Sponsor-aligned incentives: Founder share assignment to Farris and heavy sponsor ownership could impair perceived independence in key extension and transaction votes .
- Committee continuity risk: Audit committee membership changed due to LeBlanc’s resignation; ensure proper reconstitution and continued independence/financial expertise .
- Administrative compliance lapse: Late Section 16 Form 3 filings upon director appointments .
References
- Director roles, independence, committees, financial expert designation .
- Nominating process via independent directors .
- DEF 14A beneficial ownership and founder-share assignment to Farris .
- No cash compensation to directors prior to business combination; potential future compensation .
- Sponsor ownership/control and voting intentions .
- LeBlanc resignation (committee impact) .