Niels Brix
About Niels Brix
Independent director since December 2021 with 15+ years in global wind industry. Currently CEO of Valmont SM A/S (Denmark) and attorney-at-law admitted in Denmark; holds a Master of Law (Aarhus University) and completed management courses at Institut Européen d’Administration des Affaires (INSEAD). Age 49 as of February 17, 2023 filing; board tenure aligned to ClimateRock’s Class II directors (multi-year staggered term) .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| K2 Management A/S | Head of Financial Advisory | Jun 2018–Oct 2021 | Advisory leadership in renewable energy finance |
| K2 Management A/S | Head of Nordics & Baltics; Head of Special Projects | Jun 2020–May 2021 | Regional and special projects oversight |
| Seatower A/S | Chief Commercial Officer; Vice President | Jun 2012–May 2018 | Offshore wind foundation design IP company; commercial leadership |
| Skykon A/S | Senior VP, Business Development | 2007–2010 | PE-backed wind industry platform; BD lead |
| Deloitte | Senior Manager & Counsel (M&A) | 2005 | Transaction counsel in M&A |
| Carlsberg Group | Senior Manager & Counsel | 2002–2004 | Corporate legal/transactional role |
External Roles
| Organization | Role | Since | Type |
|---|---|---|---|
| Valmont SM A/S (wind components supplier) | Chief Executive Officer | Nov 2021 | Operating executive role |
| Recounsel ApS | Founder & Principal | 2006 | Consulting firm founder |
| Procon Wind Energy A/S | Board Member | Feb 2019 | Offshore wind services board role |
Board Governance
- Committees and roles: Audit Committee member (with Randolph Sesson Jr. and Caroline Harding; Harding chairs) .
- Compensation Committee chair (members: Niels Brix and Randolph Sesson Jr.) .
- Nominating & Corporate Governance Committee member (chair: Randolph Sesson Jr.) .
- Independence: Board determined Brix is independent under Nasdaq and SEC rules; independent directors hold executive sessions .
- Class structure: Brix is a Class II director in a staggered board (term aligned to second annual general meeting cycle) .
Fixed Compensation
| Item | Amount/Structure | Notes |
|---|---|---|
| Director cash retainer | Not paid prior to business combination | Company discloses no compensation of any kind to directors prior to completing a business combination (except specified admin arrangements) |
| Committee fees | Not paid prior to business combination | Same policy applies |
| Meeting fees | Not paid prior to business combination | Same policy applies |
| Admin services fee (board-level context) | $10,000/month to affiliate of Sponsor | Office space, utilities, admin support; not director-specific compensation |
Implication: As a SPAC, ClimateRock does not pay director cash retainers or fees until a business combination closes, limiting near-term pay-for-performance alignment .
Performance Compensation
| Metric Structure | Application to Directors | Notes |
|---|---|---|
| Equity (RSUs/PSUs) | Not disclosed/granted prior to business combination | No director equity awards disclosed pre-combination |
| Options | Not disclosed/granted to directors | No director option grants disclosed; private placement warrants are held by Sponsor, not directors individually |
| Performance metrics (TSR/EBITDA/ESG) | Not applicable | No director incentive plan metrics disclosed pre-combination |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed at public companies | — | No public company directorships or interlocks disclosed for Brix |
Expertise & Qualifications
- Attorney-at-law (Denmark), Master of Law (Aarhus University); management coursework at INSEAD .
- Deep wind energy operating and advisory experience (manufacturing, offshore foundations, financial advisory), relevant to ClimateRock’s sustainability focus .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Niels Brix | — | — | Apr 10, 2024 |
| Niels Brix | — | — | Apr 17, 2025 |
| All directors & officers (group) | 1,968,749 Class A; 1 Class B (Sponsor-held) | 43.25% | Apr 17, 2025 |
Alignment: No individual beneficial ownership disclosed for Brix; Sponsor controls ~43.25% of voting power, which can approve proposals under minimum quorum—diluting independent influence .
Governance Assessment
- Strengths: Independent director chairing Compensation Committee; member of Audit and Nominating committees; independent director executive sessions indicating board oversight practices .
- Weaknesses/RED FLAGS (board environment):
Sponsor control and founder-share structure (~43.25% ownership) can approve proposals at minimum quorum, raising minority shareholder protection concerns .
Related-party financing: Multiple “Eternal BV” working capital loans controlled by Executive Chairman; not repayable from trust if no deal closes—creates pressure to consummate a transaction .
CEO’s affiliated firm (Gluon) entitled to success fees and financing fees upon deal completion—conflict risk at management level, heightening need for robust Compensation Committee oversight .
Listing status risk: Nasdaq trading suspension/delisting; securities quoted on OTC Pink—liquidity, governance, and capital market risks increase; may affect transaction execution . - Attendance/engagement: No director-specific meeting attendance rates disclosed in available filings (no attendance tables found).
- Compensation design: No director pay or equity pre-combination; alignment relies on fiduciary duty rather than direct financial exposure; absence of individual holdings for Brix limits skin-in-the-game .
Committee Assignments Summary
| Committee | Members | Chair |
|---|---|---|
| Audit | Niels Brix; Randolph Sesson Jr.; Caroline Harding | Caroline Harding |
| Compensation | Niels Brix; Randolph Sesson Jr. | Niels Brix |
| Nominating & Corporate Governance | Niels Brix; Randolph Sesson Jr.; Caroline Harding | Randolph Sesson Jr. |
Independence, Tenure, Structure
- Independent director status confirmed; independent-only executive sessions noted .
- Staggered (classified) board; Brix in Class II .
Related-Party and Transaction Context (Board-Level)
- Sponsor loans and promissory notes outstanding; Eternal BV loans; sponsor support agreement to vote for proposed GreenRock transaction .
- Proxy proposals focus on extensions/redemption limitations to complete GreenRock deal; heavy sponsor influence over votes .
Overall: Brix brings sector expertise and chairs the Compensation Committee—an important governance fulcrum given multiple management/sponsor conflicts. Lack of disclosed personal share ownership and the SPAC’s sponsor-controlled capital structure increase the burden on independent directors to safeguard minority shareholders during transaction execution .