Michael Geary
About Michael Geary
Michael Geary, age 63, was appointed Interim Chief Financial Officer of ClimateRock effective April 13, 2025, and has signed the company’s Q3 2025 SOX certifications as Principal Financial and Accounting Officer . He is a Fellow of the Chartered Institute of Management Accountants and holds an MSc Sloan Fellowship from London Business School, plus MSc and BA Economics from Manchester University . As a SPAC, ClimateRock has not commenced operations and will not generate operating revenues until a business combination is completed; therefore revenue and EBITDA growth metrics are not applicable at this stage . On April 8, 2025, Nasdaq determined to delist the company’s securities, which were suspended April 10, 2025 and now trade OTC under CLRCF/related symbols, highlighting execution risk around the pending GreenRock business combination . Geary concurrently served as Business Development Director at Gluon Renewable Energies Ltd. since September 2024; Gluon provides admin and advisory services to ClimateRock (including a $10,000 monthly administrative fee and potential success/financing fees) approved by the Audit Committee and board, while Geary is disclosed as having no direct or indirect material interest in transactions beyond those described .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ClimateRock (CLRC) | Interim Chief Financial Officer; Principal Financial & Accounting Officer | Apr 2025–present | Signed SOX 302/906 certifications for Q3 2025; oversight of disclosure controls and internal control over financial reporting . |
| GreenRock Corp | Chief Financial Officer | May 2023–Sep 2024 | Finance leadership at ClimateRock’s intended merger target; supports transaction readiness . |
| Gluon Renewable Energies Ltd. (formerly Gluon Capital Ltd.) | Business Development Director | Sep 2024–present | Advisory/business development in renewables; Gluon provides admin/advisory services to ClimateRock under board-approved agreements . |
| Consentz (medical software) | CEO & Founder | Aug 2015–Jul 2023 | Built partnerships with Galderma, pharmacies, insurers; product roll-out and scaling . |
| Cable & Wireless (Japan & Asia) | CFO | 2004–2005 | Implemented SOX compliance and led sale of Japan business to Japan Telecom; regional growth and cost reduction review . |
| Bettercare (3i-backed care homes) | CFO | 2001–2004 | Refinancing, strategy review driving performance improvement; new budget process and financial system implementation . |
| ABN AMRO | M&A (Europe/Asia) | 1997–1999 | Executed cross-border M&A transactions . |
| Efonic (telecom) | Co-founder | 1999–2001 | Telecom start-up creation . |
| Cable & Wireless (various finance roles) | Project/Corporate Finance; Reporting; Budgeting; Systems | 1991–1999 | Financial management, controls, systems implementation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gluon Renewable Energies Ltd. | Business Development Director | Sep 2024–present | External advisory role aligned with ClimateRock’s renewable focus; Gluon’s admin/advisory agreements with ClimateRock create related-party considerations . |
Fixed Compensation
- No base salary, target/actual bonus, or cash compensation terms for Michael Geary are disclosed in the appointment 8-K, the April 2025 DEF 14A, or subsequent Q3 2025 10-Q documents reviewed .
Performance Compensation
- No disclosures of RSU/PSU grants, option awards, performance metric weightings, vesting schedules, or payout formulas for Michael Geary appear in the filings reviewed (8-K appointment, DEF 14A, Q3 2025 10-Q) .
Equity Ownership & Alignment
| Metric | Status |
|---|---|
| Total beneficial ownership (shares) | None reported for Michael Geary in the DEF 14A security ownership table as of April 17, 2025 . |
| Ownership as % of outstanding | None reported for Michael Geary; 4,552,098 ordinary shares outstanding as of April 17, 2025 . |
| Vested vs. unvested shares | Not disclosed in filings reviewed . |
| Options (exercisable vs. unexercisable) | Not disclosed in filings reviewed . |
| Shares pledged as collateral | No pledging disclosures for Michael Geary in the DEF 14A . |
| Stock ownership guidelines and compliance | Not disclosed in filings reviewed . |
Context: Sponsor and insiders collectively beneficially owned approximately 43.25% of outstanding ordinary shares as of April 17, 2025, with the Sponsor holding 1,968,749 Class A shares and 1 Class B share; these are group-level holdings and do not attribute ownership to Michael Geary individually .
Employment Terms
- Appointment: Interim CFO effective April 13, 2025; no arrangements/understandings by which he was selected and no family relationships with directors/executives are disclosed .
- Role/Certifications: Serves as Principal Financial and Accounting Officer; executed SOX 302 and 906 certifications on the Q3 2025 10-Q .
- Related-party ecosystem: Gluon provides admin services ($10,000/month) and advisory services in connection with the initial business combination (success fee up to $250,000; financing fees: 2% for debt, 5% for equity/convertible), approved by the Audit Committee and board; Geary is Gluon’s Business Development Director and is disclosed as having no direct or indirect material interest beyond these described relationships .
- Severance, change-of-control, clawback, non-compete/non-solicit, garden leave, post-termination consulting: Not disclosed in filings reviewed .
Performance & Track Record
- Led SOX compliance implementation and sale of the Japan business at Cable & Wireless (Japan & Asia) as CFO (2004–2005), demonstrating regulatory rigor and execution capability .
- Delivered performance improvements and refinanced Bettercare (2001–2004), instituting budgeting and financial systems changes to strengthen controls .
- Built and partnered Consentz with pharma, pharmacies, and insurers (2015–2023), evidencing product-market development and alliances in healthcare technology .
- ClimateRock context: As a SPAC, ClimateRock reported no operating revenues and is focused on completing its business combination; therefore TSR, revenue, and EBITDA growth during Geary’s tenure are not applicable metrics at this stage . The company was suspended and delisted from Nasdaq in April 2025, now trading OTC, heightening execution and financing risks .
Related-Party Transactions & Governance Considerations
- Gluon-related fees (admin $10,000/month; up to $250,000 transaction success fee; 2% debt financing fee; 5% equity-linked financing fee) were approved by the Audit Committee and board; disclosure states Geary has no material interest in transactions other than described .
- Proxy process: If shareholders do not designate a proxy, Michael Geary (Interim CFO) would be deemed appointed to vote proxies for certain extension proposals, reflecting his involvement in shareholder processes during extension periods .
Investment Implications
- Pay-for-performance visibility is limited: No disclosed salary/bonus/equity awards or performance metrics for Geary, making it difficult to assess compensation alignment or potential vesting-related selling pressure .
- Alignment via ownership appears minimal: No beneficial ownership reported for Geary as of April 17, 2025, reducing direct “skin-in-the-game,” though group-level sponsor holdings are significant .
- Related-party advisory ecosystem: Geary’s concurrent role at Gluon alongside Gluon’s fee-bearing agreements with ClimateRock introduces perceived conflict risk; mitigants include Audit Committee/board approval and explicit disclosure that Geary has no material interest beyond described relationships .
- Execution risk elevated: SPAC status (no operating revenues yet) and April 2025 delisting to OTC increase balance-sheet, financing, and timeline risk for the GreenRock combination; CFO leadership is central to controls and deal execution, as evidenced by his Q3 2025 certifications .