Nick Geeza
About Nick Geeza
Nick (Nicholas) Geeza is Chief Financial Officer (Principal Financial Officer) of Compass Digital Acquisition Corp. (CDAQF), serving since August 2023; he is 39 years old and holds a B.S. (cum laude) from Georgetown University and an MBA from the University of Chicago Booth School of Business . Prior roles include Head of Business Development at Hennessy Capital Growth Strategies (since April 2023), CFO of “two” (NYSE: TWOA) through its 2024 de-SPAC, Enterprise Sales Director at Capital Preferences (since March 2022), and earlier leadership in derivatives at U.S. Bank and work at J.P. Morgan . As a SPAC, CDAQF does not generate operating revenue until a business combination closes; recent periods reflect interest income and operating expenses with net losses, underscoring that traditional revenue/EBITDA growth metrics are not applicable yet .
| Company Performance Context | Q3 2024 | Q3 2025 |
|---|---|---|
| Operating revenue status | No operating revenues (SPAC pre-combination) | No operating revenues (SPAC pre-combination) |
| Net loss (quarter) | $(4,568,210) | $(2,051,400) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hennessy Capital Growth Strategies | Head of Business Development | Apr 2023–present (per filing date) | Deal sourcing and sponsor-side growth strategy for SPAC platforms . |
| two (NYSE: TWOA) | Chief Financial Officer | May 2023–Mar 2024 | Guided SPAC through business combination with Logistic Properties of the Americas (NYSE: LPA) . |
| Capital Preferences, Ltd. | Enterprise Sales Director | Mar 2022–present (per filing date) | Drove enterprise adoption of behavioral economics wealth-tech solutions . |
| U.S. Bank National Association | SVP, Derivative Products Group | 2007–2022 | Built hedging platform; advised on GAAP, ISDA, Dodd‑Frank, and collateral documentation across sectors . |
| J.P. Morgan Chase & Co. | Analyst/Associate (earlier career) | Prior to 2007 | Early banking/markets experience supporting later treasury/derivatives leadership . |
External Roles
| Organization | Role/Capacity | Years | Notes |
|---|---|---|---|
| Hennessy Capital Growth Strategies | Head of Business Development | 2023–present (per filing date) | Sponsor affiliate role aligned with SPAC execution . |
| Capital Preferences, Ltd. | Enterprise Sales Director | 2022–present (per filing date) | Fintech/wealth-tech commercial role . |
Fixed Compensation
| Year | Cash Compensation to CFO | Notes |
|---|---|---|
| 2023 | $22,000 | Only cash compensation disclosed for officers; no base salary/bonus detail provided . |
| 2024 | $20,500 | Company may pay Sponsor up to $10,000/month for admin services (not direct CFO comp) . |
Performance Compensation
| Incentive Type | Grant Date | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| RSUs/PSUs/Options | — | — | — | — | — | — | No equity awards disclosed for officers prior to a business combination . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership (CFO) | Not listed as beneficial owner; table shows “—” for Nick Geeza . |
| Ownership as % of outstanding | Effectively 0% based on 10‑K beneficial ownership table . |
| Vested vs. unvested shares | No executive equity awards disclosed . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | No pledging disclosure for Mr. Geeza found in Exec Comp/Ownership sections reviewed . |
| Stock ownership guidelines | Not disclosed . |
| Rule 10b5‑1 / trading plans | Company reports no director/officer adoption/termination of Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements in Q3’25 . |
| Sponsor alignment context | Sponsor and insiders collectively hold a controlling stake; officers’ interests are principally sponsor‑aligned vs. individual ownership . |
Employment Terms
- Role/Start: Chief Financial Officer since August 2023 .
- Employment agreement term, severance, change‑of‑control: Not disclosed in 10‑K/DEF 14A reviewed; no severance or CoC multiples disclosed .
- Clawback provisions: Not disclosed .
- Non‑compete / non‑solicit / garden leave / post‑termination consulting: Not disclosed .
- Administrative Services Agreement (related party): Company may pay Sponsor up to $10,000/month for office space and support services assigned to Sponsor; officers may be supported via Sponsor but this is not direct officer compensation .
Performance & Track Record (Company context under his tenure)
- SPAC status and liquidity: No operating revenues; activities relate to formation, IPO proceeds management, due diligence and transaction costs; working capital deficit of ~$2.9 million and $721 cash at Sep 30, 2025 .
- Business combination execution: EEW Business Combination Agreement (signed Sept 5, 2024) was disputed in early Nov 2025 and terminated by CDAQF on Nov 17, 2025, with pursuit of compensation for alleged breaches—indicating elevated execution risk and reset of deal timeline .
- Listing/trading venue: Securities were delisted from Nasdaq (Oct 2024 suspension; Form 25‑NSE Mar 5, 2025) and now quoted on OTC Pink (CDAQF/CDAWF/CDAUF), affecting liquidity and investor base .
Related Party & Sponsor Economics (governance alignment signals)
- Sponsor/insider ownership: HCG Opportunity LLC (current sponsor) beneficially owns a significant portion of Class A and B shares; insiders as a group reflect ~39.70% of total Ordinary Shares via sponsor structure (as of 10‑K) .
- Sponsor financing: Polar Capital Investment up to $1.5 million (drawn $1.25 million; payable at business combination in cash or Class A shares at $10/share), plus a Sponsor working capital note up to $2.5 million ($1.115 million outstanding as of 12/31/24), creating incentives to complete a transaction .
- Letter agreement: Sponsors and officers waived liquidation distributions on founder shares and agreed to certain charter amendment limitations aligned with public shareholder redemption rights .
Compensation Structure Analysis
- Cash vs. equity mix: Compensation to date is minimal cash ($20.5k in 2024; $22k in 2023) with no disclosed equity awards—implies low direct pay but strong sponsor‑level incentives to close a transaction .
- At‑risk pay and performance metrics: No annual/long‑term incentive plans, targets, or payout curves disclosed for officers pre‑combination; no TSR/revenue/EBITDA performance framework in place yet (common for SPACs pre‑deal) .
- Discretionary or guaranteed elements: None disclosed; no bonuses reported .
- Repricing/modifications: None disclosed .
Equity Ownership & Vesting Overhang (Insider selling pressure)
- No individual equity holdings or option overhang disclosed for Mr. Geeza; absence of vesting schedules implies de minimis personal vesting‑related selling pressure near term .
- Company reported no officer/director Rule 10b5‑1 arrangements in Q3’25, suggesting limited planned selling activity from insiders during that period .
Compensation & Governance Process
- Compensation committee/consultants: Not detailed in 10‑K or DEF 14A reviewed .
- Say‑on‑pay and shareholder feedback: Not applicable/not disclosed for this SPAC proxy cycle focused on extension/redemption mechanics .
Investment Implications
- Alignment: Mr. Geeza’s disclosed direct compensation is minimal and not equity‑based; primary alignment arises through sponsor‑level incentives to close a value‑accretive transaction rather than personal equity grants, limiting personal vesting‑related selling pressure but concentrating motivation on deal completion .
- Retention risk: No employment agreement, severance, or CoC economics are disclosed—this flexibility can aid cost control but may elevate retention risk for key officers if the deal timeline elongates or liquidity tightens .
- Execution risk: Termination of the EEW BCA, OTC Pink trading status, and working capital constraints highlight elevated execution risk; successful identification and closing of an alternative business combination is the key lever to value creation under his financial leadership .
- Governance/related‑party dynamics: Sponsor financing and high sponsor ownership concentrate control and incentives on completing a transaction; investors should monitor any future equity grants, lock‑ups, non‑redemption agreements, or amendments that could shift dilution and alignment .
Sources: CDAQF 10‑K FY2024 (Directors/Officers, Executive Compensation, Beneficial Ownership), Q3’25 10‑Q (MD&A, Item 5 trading arrangements, exhibits), and 8‑Ks/DEF 14A for deal status and capital structure .