Kirk Hovde
About Kirk Hovde
Independent director since August 2023. Managing Principal & Head of Investment Banking at Hovde Group; previously at Deloitte & Touche providing assurance services and transaction support. Education and credentials: BBA (Accounting; Finance, Investment & Banking) from University of Wisconsin–Madison; Certified Public Accountant (Illinois); FINRA Series 7/24/63/79; passed CFA Level II. Serves on CDAQF’s Audit Committee and chairs the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hovde Group | Managing Principal & Head of Investment Banking; member of Management Operating Committee | Not disclosed | Leads investment banking; M&A, valuations, capital offerings; industry analysis |
| Deloitte & Touche LLP | Assurance services to public/private clients; SOX attestation; acquisition/divestiture projects | Not disclosed | Financial audit rigor; controls and transaction support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hovde Group | Managing Principal & Head of Investment Banking | Not disclosed | Current primary employment |
| Other public company boards | — | — | None disclosed in filings |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee chair. Audit and Compensation Committees are composed solely of independent directors under Nasdaq/SEC rules, indicating Hovde’s independence for Audit.
- Director class/term: Hovde is in the first class of directors (with Joseph Beck); term expires at the fourth annual general meeting. Only Class B holders appoint directors prior to the business combination.
- Family relationships (conflict signal): Daniel J. Hennessy (Chair) is Hovde’s uncle; Thomas D. Hennessy (CEO) is his cousin.
- Sponsor voting control in current environment: Sponsors, officers, and directors collectively own ~68.15% and plan to vote in favor of proposals, enabling approvals even if public holders do not support them.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual director cash retainer | $0 (no director/officer compensation prior to closing a business combination) | $0 (no director/officer compensation prior to closing a business combination) |
| Committee membership fees | $0 | $0 |
| Meeting fees | $0 | $0 |
The company states no compensation of any kind is paid to sponsors, prior directors and officers, and the management team prior to completion of an initial business combination; CFO received cash for services, but no director fees are disclosed.
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (RSUs/PSUs) | None (no awards disclosed for directors pre‑combination) | None (no awards disclosed for directors pre‑combination) |
| Option awards | None | None |
| Performance metrics tied to pay | Not applicable pre‑combination | Not applicable pre‑combination |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
| Filings provide no disclosure of other public company boards for Hovde. |
Expertise & Qualifications
- Finance/M&A expertise; leads investment banking practice at Hovde Group.
- CPA (Illinois); FINRA Series 7/24/63/79; passed CFA Level II—strong technical credentials for oversight.
- Audit and governance exposure from Deloitte and current Audit/Nominating committee roles.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Outstanding |
|---|---|---|---|
| Kirk Hovde | 0 | 0 | 0.00% |
Note: The beneficial ownership table excludes Private Placement Warrants as they were not exercisable within 60 days; sponsors hold substantial founder shares and warrants, but no direct holdings are reported for Hovde.
Governance Assessment
- Independence and committee leadership: Hovde is treated as independent (Audit membership under Nasdaq/SEC rules) and chairs Nominating—positive for board process and governance frameworks.
- Alignment: No reported share ownership; no director pay or equity grants pre‑combination—limited direct “skin‑in‑the‑game” but avoids pay‑driven conflicts pre‑deal.
- Conflicts/Related parties: Familial ties to Chair/CEO are a material governance risk and may impair perceived independence; sponsors receive administrative fees and hold notes/warrants, creating sponsor‑centric incentives in a SPAC structure.
- Voting dynamics: Sponsor dominance (~68.15%) reduces leverage of public shareholders and may undermine confidence in independent oversight; Hovde’s role on Nominating could be scrutinized given family ties.
RED FLAGS
- Familial relationships with Chair and CEO (uncle/cousin)—potential independence conflict.
- Sponsor administrative fees ($10,000/month) and working capital notes—related‑party exposure.
- No personal share ownership reported—low direct alignment; combined with sponsor control, may heighten investor concern.
Items not disclosed: meeting attendance, director stock ownership guidelines, pledging/hedging, say‑on‑pay results, clawback specifics for directors, other public boards, or individual director compensation metrics—no data in current filings; skip per instruction.