Sean Kidney
About Sean Kidney
Sean Kidney is an independent director at ClimateRock, serving in the second class of directors on a staggered board structure, with his term designated to expire at the second annual general meeting . He is the Chief Executive Officer of the Climate Bonds Initiative (CBI) since November 2021, an international NGO focused on mobilizing global capital for climate action; he also holds director roles across CBI-related entities and has served as a Professor in Practice at SOAS, University of London since May 2020 . The Board has determined that Kidney is an “independent director” under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Climate Bonds Initiative (CBI) | Chief Executive Officer | Since Nov 2021 | NGO mobilizing global capital for climate action |
| Climate Bond Services Ltd (UK) | Director | Since Dec 2018 | Subsidiary/affiliate supporting climate bond services |
| CBI (Europe) ABSL (Belgium) | Director | Since Jul 2019 | European operations oversight |
| Low Carbon World (Shanghai) Business Consulting Co. Ltd. | Director | Since Mar 2021 | Advisory and consulting on low-carbon initiatives |
External Roles
| Organization/Body | Position | Notes |
|---|---|---|
| French Government’s Green Sovereign Bond Evaluation Council | Member | Sovereign green bond oversight/advisory |
| UK Government’s Green Gilt Advisory Committee | Member | UK sovereign green issuance advisory |
| Board of Climate Transition Pathways | Board Member | Climate transition oversight |
| UNDP-GEF Climate Aggregation Platform | Advisory Board Member | Aggregation of climate assets |
| Global Alliance for a Sustainable Planet | Finance Advisory Board Member | Sustainability finance advisory |
| SMARTER Finance for Families (Europe) | European Advisory Board Member | Sustainable finance for families |
| FAST-Infra (Finance to Accelerate the Sustainable Transition — Infrastructure) | Member | Sustainable infrastructure finance initiative |
| European Commission’s Platform on Sustainable Finance | Member | EU sustainable finance taxonomy platform |
| SOAS, University of London | Professor in Practice | Since May 2020 |
Board Governance
- Board classification: staggered, with Kidney in the second class, alongside Per Regnarsson and Niels Brix .
- Independence: Kidney is an independent director as determined by the Board under Nasdaq listing standards and SEC rules .
- Audit Committee: Kidney serves as a member; the Audit Committee is chaired by Dariusz Sliwinski, with Niels Brix also as a member; all are independent, and Sliwinski is designated an “audit committee financial expert” .
| Committee | Members | Chair | Independence Notes |
|---|---|---|---|
| Audit Committee | Dariusz Sliwinski; Sean Kidney; Niels Brix | Dariusz Sliwinski | All members independent; Sliwinski is financial expert |
Expertise & Qualifications
- Climate finance leadership and policy influence through CEO role at CBI and multiple governmental/advisory bodies (France, UK, EU), indicating deep expertise in sustainable finance frameworks and market standards .
- Academic engagement as Professor in Practice at SOAS, signaling thought leadership and educational contributions in climate finance .
Equity Ownership
| Category | Detail | As-of Date |
|---|---|---|
| Direct beneficial ownership | None reported on initial Form 3 filing | Apr 27, 2022 |
| Indirect interest | Indirect pecuniary interest in founder shares via membership interests in U.N. SDG Support LLC (Sponsor), without voting or dispositive control | Apr 27, 2022 |
Other Directorships & Interlocks
- Kidney’s roles are primarily in non-profit/advisory bodies (government councils, platforms, and academic), not disclosed as public company boards; no CLRC filings indicate public company director interlocks for Kidney .
Governance Assessment
- Strengths: Independent director with specialized climate finance expertise; active Audit Committee member alongside an identified financial expert, supporting financial oversight rigor .
- Potential conflicts/alignments: Kidney disclosed an indirect pecuniary interest in founder shares through the Sponsor (U.N. SDG Support LLC) without control, which can create economic alignment with sponsor outcomes typical of SPAC structures . Sponsor and insiders collectively held ~43.25% of outstanding shares as of April 8, 2025, enabling approval of proposals at minimum quorum—concentration that can reduce minority shareholder influence .
- Related-party environment for board oversight: ClimateRock disclosed (i) a Transaction Success Fee up to $250,000 payable to Gluon, managed by CEO Per Regnarsson, with additional financing fee entitlements (2% debt, 5% equity) if a business combination occurs , and (ii) unsecured “Eternal Loans” totaling ~$3.08 million from Eternal BV, controlled by Executive Chairman Charles Ratelband V, maturing June 30, 2025, incentivizing completion of a business combination . These arrangements heighten sensitivity to conflicts in transaction processes.
- Market risk signal: Nasdaq suspension and anticipated delisting in April 2025; securities quoted on OTC Pink, reducing liquidity and potentially investor confidence; this elevates the board’s engagement needs and governance scrutiny .
RED FLAGS
- Sponsor/insider share concentration (~43.25%) with ability to approve proposals under minimum quorum conditions .
- Success fee and financing fee arrangements with Gluon (CEO-linked) and significant sponsor/insider loans (“Eternal Loans”), implying economic incentives tied to closing a business combination .
- Exchange trading suspension and movement to OTC Pink, with delisting risk from Nasdaq, which can impair market access and liquidity .