Charles Ratelband V
About Charles Ratelband V
Charles Ratelband V is the founder of ClimateRock (CLRCF) and has served as Director and Executive Chairman since December 2021. He is 44 years old and holds a Bachelor’s degree in Business Administration from HBO University (Netherlands) . As Executive Chairman and managing member of the Sponsor (U.N. SDG Support LLC), he signs the company’s proxy materials and plays a central role in financing and governance, including Sponsor holdings and related-party loans . ClimateRock remains a pre-business-combination SPAC with no executive cash compensation and no operating compensation program; the stock last cited in company filings traded at $12.10 on the OTC Pink (Oct 8, 2025), underscoring SPAC-specific incentives around deal completion rather than operating performance metrics like revenue or EBITDA growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ClimateRock (CLRCF) | Director and Executive Chairman | Dec 2021–present | Founder; sponsor governance, capital formation, and transaction leadership for SPAC business combination . |
| WindShareFund (Netherlands) | Founder, Managing Director | 2011–present | Netherlands-based investment company focused on renewable/green energy investments . |
| RREG (Netherlands) | Founder, Managing Director | Sep 2007–present | Dutch investment advisory firm; finance/advisory experience underpinning SPAC sponsor activities . |
| Climate Center Mariëndaal | Founder, Managing Director | Jan 2020–present | Climate/energy-focused platform; complements SPAC clean energy focus . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.N. SDG Support LLC (Sponsor) | Managing Member | N/A | Sponsor holds 1,968,749 Class A shares and 1 Class B share; Mr. Ratelband may be deemed beneficial owner (disclaims beneficial ownership except to the extent of pecuniary interest) . |
Fixed Compensation
| Component | Amount | Period/As-Of | Notes |
|---|---|---|---|
| Base salary (Executive Chairman) | $0 | FY 2024 | “None of our officers has received any cash compensation” prior to business combination . |
| Target bonus | N/A | N/A | No executive bonus program prior to business combination disclosed . |
| Administrative support fee (affiliate of Sponsor) | $10,000 per month | Ongoing since IPO effective date | Office space, utilities, admin support; ceases at business combination or liquidation . |
Performance Compensation
No equity- or cash-based performance incentives (annual or long-term) were paid prior to a business combination; the company reports no executive cash compensation and no equity compensation plans outstanding pre-merger .
Equity Ownership & Alignment
| Item | Amount | % of Shares Outstanding | As-Of | Source/Notes |
|---|---|---|---|---|
| Sponsor’s Class A Ordinary Shares | 1,968,749 | 77.65% | Jun 24, 2025 | Sponsor holdings; Mr. Ratelband is Sponsor’s managing member and may be deemed beneficial owner; disclaims beneficial ownership except for pecuniary interest . |
| Class B Ordinary Shares (Sponsor) | 1 | 100% of Class B | Jun 24, 2025 | One Class B share outstanding; convertible 1:1 into Class A . |
| Private Placement Warrants (Sponsor) | 3,762,500 | N/A | Oct 8, 2025 reference | Purchased for $3,762,500; expire worthless if no merger—strong incentive to complete a deal . |
| Founder Shares economics (Sponsor, officers, directors) | 1,968,750 Class A (post Founder Share Conversion) | ~77.65% of votes at Meeting | Oct 2025 | Would be worthless upon liquidation; aggregate market value cited ~$23.8M at $12.10/share as of Oct 8, 2025 . |
| Prior Extension Promissory Notes (Sponsor) | $1,417,937 outstanding | N/A | Sep 30, 2025 | Unlikely repaid if business combination not consummated . |
| “Eternal” Working Capital Loans (entity controlled by C. Ratelband V) | Disclosed draw of approximately $3,124,063 | N/A | Sep 30, 2025 | Seven unsecured, zero-interest loans; mature Dec 31, 2025; incentivize completion of a combination; Eternal BV controlled by C. Ratelband V . |
| Seventh Eternal Loan outstanding | $1,718,460 | N/A | Dec 31, 2024 | Separate loan facility; Board/Audit Committee approved with related-party review . |
| Equity compensation plan availability | None | N/A | FY 2024 | “Securities Authorized for Issuance under Equity Compensation Plans: None” . |
- Conversion features and dilution: Working capital loans and extension notes may convert to private warrants at $1.00 per warrant upon business combination (up to specified caps), raising potential post-merger supply/dilution and creating deal-completion incentives .
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Employment agreement | Not disclosed | No executive employment agreements disclosed pre-merger . |
| Severance | None disclosed | “We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment” . |
| Change-of-control | None disclosed | No CoC provisions disclosed pre-merger . |
| Clawback policy | Adopted Oct 2, 2023; mandatory recovery of erroneously awarded incentive-based compensation for current/former executive officers within three completed fiscal years preceding any required restatement; applies irrespective of misconduct | . |
| Insider trading policy | Adopted Apr 27, 2022 | . |
Board Governance
- Role and service: Executive Chairman and Director; term class indicates his directorship expires at the third annual general meeting per classified board structure .
- Committees and independence:
- Audit Committee: D. Sliwinski (Chair), S. Kidney, N. Brix; all independent .
- Compensation Committee: N. Brix (Chair), D. Sliwinski, S. Kidney; all independent .
- Nominating & Corporate Governance: N. Brix (Chair), D. Sliwinski, S. Kidney; all independent .
- Mr. Ratelband is not listed as a member of these committees .
- Dual-role implications and independence controls:
- As Executive Chairman and Sponsor managing member, Mr. Ratelband has significant influence; prior to the business combination, Class B holders could appoint/remove directors, concentrating control before a merger .
- Due to multiple conflicts in the proposed GreenRock transaction (including Mr. Ratelband being Executive Chairman of ClimateRock and an executive director of GreenRock, and sole indirect owner of WindShareFund N.V., the seller of GreenRock’s wind assets), the Board established a Special Committee of disinterested directors. Neither the CEO nor Mr. Ratelband serves on the Special Committee .
Performance & Track Record
- Company stage and incentives: As a pre-merger SPAC, no executive cash compensation is paid, and the Sponsor’s founder equity and private warrants become worthless upon liquidation—aligning leadership toward consummating a deal rather than operating targets .
- Trading venue and reference price: Public Shares priced at $12.10 on the OTC Pink Limited tier on Oct 8, 2025 (context for Sponsor economics cited in proxy) .
- Regulatory matter (resolved): Dutch AFM matter related to WindShareFund disclosures; November 2, 2021 CBb order upheld certain disclosure findings, vacated a personal-use allegation; AFM acknowledged WSF’s compliance in December 2021 .
Related Party Transactions (Governance red flags / alignment)
- Eternal Loans: Seven unsecured, zero-interest loans from Eternal BV (controlled by Mr. Ratelband); drawn approximately $3,124,063 as of Sept 30, 2025; mature Dec 31, 2025. Creates strong incentive to close a transaction since repayment from trust is unavailable if no combination .
- Sponsor financing: Prior Extension Promissory Notes outstanding $1,417,937 as of Sept 30, 2025; also not repaid if no business combination; potential conversion to warrants upon closing .
- Founder shares and private warrants: Would be worthless if the SPAC liquidates; significant embedded upside if a deal closes, reinforcing deal-completion bias .
Compensation Structure Analysis
- No pay-for-performance program pre-merger: No base pay, bonus, RSUs, PSUs, or options to executives; no executive severance/CoC; no equity plan outstanding—typical SPAC structure that shifts incentives to Sponsor equity and financing economics .
- Clawback readiness: Company has an SEC-compliant clawback policy despite no current incentive payouts, ensuring future recoupment ability post-merger if required .
- Sponsor-driven incentives: Founder equity, private placement warrants, and convertible notes (extension/working capital) are economically significant; all could be worthless if no deal consummates, which may increase willingness to accept less favorable terms for public shareholders to complete a transaction .
Equity Ownership & Alignment (Detailed)
| Metric | Amount | Date | Notes |
|---|---|---|---|
| Total shares outstanding (Ordinary) | 2,535,306 (2,535,305 Class A; 1 Class B) | Jun 24, 2025 | Capital base for % calculations . |
| Sponsor ownership (A + B) | 1,968,749 Class A; 1 Class B | Jun 24, 2025 | 77.65% of outstanding; Mr. Ratelband is Sponsor managing member; beneficial ownership may be deemed; disclaimed except for pecuniary interest . |
| Private Placement Warrants (Sponsor) | 3,762,500 | Oct 8, 2025 reference | Cost $3,762,500; expire worthless if no combination . |
Employment Terms (Key Policies)
| Policy | Summary | Citation |
|---|---|---|
| Insider Trading Policy | Adopted April 27, 2022 | |
| Clawback Policy | Adopted October 2, 2023; mandatory recovery on restatements; three-year lookback; applies regardless of misconduct |
Say-on-Pay & Peer Group
As an “emerging growth company,” ClimateRock is exempt from say-on-pay and golden parachute advisory votes and provides reduced executive compensation disclosures; no compensation peer group is disclosed pre-merger .
Board Service: Attendance, Director Fees, Ownership Guidelines
- Committee memberships and chair roles disclosed (all independent members); specific attendance rates, director retainers/fees, stock ownership guidelines, and compliance status are not disclosed in available filings .
Investment Implications
- Alignment skews to deal completion, not operating results: With $0 executive cash compensation, no severance/CoC, and no executive equity grants pre-merger, leadership’s incentives are dominated by Sponsor founder equity, private warrants, and related-party/extension loans that are at risk if no combination closes. This can create pressure to transact even at terms less favorable to public shareholders .
- Concentrated control and governance mitigants: Sponsor, officers and directors beneficially control ~77.65% of voting power, enabling approval of key proposals at minimum quorum; formation of a Special Committee for the GreenRock deal highlights awareness of conflicts tied to Mr. Ratelband’s roles and interests (e.g., WindShareFund as asset seller) .
- Post-merger supply/dilution risk: Working capital and extension notes can convert into private warrants, and the Sponsor’s founder equity and warrants could introduce significant post-merger supply; while exact vesting/lock-up terms are not enumerated here, founder shares remain subject to restrictions described in the IPO documents referenced by the 10-K .
- Regulatory track record: Prior AFM proceeding tied to WindShareFund disclosures was resolved in 2021 with required disclosures implemented—important for diligence on governance risk but not an ongoing proceeding per disclosure .
Net assessment: Investor monitoring should prioritize (i) transaction terms and dilution from Sponsor instruments and convertible notes, (ii) Special Committee process robustness given disclosed conflicts, and (iii) any lock-up/transfer restrictions upon closing that might stagger potential selling pressure. Citations: .