Michael Geary
About Michael Geary
Michael Geary, age 63, serves as Interim Chief Financial Officer (Principal Financial and Accounting Officer) of ClimateRock (CLRCF). He was appointed April 13, 2025, effective April 10, 2025, following the resignation of the prior CFO, and has executed SOX 302/906 certifications on recent filings . Geary is a Fellow of the Chartered Institute of Management Accountants with an MSc Sloan Fellowship from London Business School and MSc/BA in Economics from Manchester University; his career spans CFO/BD roles in renewable energy, telecoms, healthcare services, PE-backed turnarounds, M&A at ABN AMRO, and entrepreneurial ventures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ClimateRock (CLRCF) | Interim Chief Financial Officer | Apr 2025–present | Principal Financial and Accounting Officer; SOX certifications on FY2024 10-K and Q3 2025 10-Q |
| Gluon Renewable Energies | Business Development Director | Sep 2024–present | Renewable energy business development; complements ClimateRock’s sustainable/renewables focus |
| GreenRock Corp | Chief Financial Officer | May 2023–Sep 2024 | CFO in renewables; finance leadership during growth phase |
| Consentz (medical software) | CEO & Co‑founder | Aug 2015–Jul 2023 | Built and operated medical records/clinic management SaaS |
| Wind turbine installer; medical clinic; device start‑up; two retail businesses | Founder/Developer/Turnaround leader | 2008–2015 | Built and turned around multiple SMEs; drove growth and operational improvement |
| Cable & Wireless (Japan & Asia) | Chief Financial Officer | 2004–2005 | Implemented SOX compliance; led regional business review; led sale of Japan business to Japan Telecom |
| Bettercare (3i PE‑backed care homes) | Chief Financial Officer | 2001–2004 | Refinancing; strategy review; new budgeting/controls; new finance system; performance improvement |
| Efonic (telecom) | Co‑founder | 1999–2001 | Co‑founded telecom business |
| ABN AMRO | M&A (Europe/Asia) | 1997–1999 | Executed M&A transactions across Europe and Asia |
| Cable & Wireless | Finance roles (project/corporate finance, reporting, budgeting, systems) | 1991–1999 | Broad finance leadership and systems implementation |
| Pitney Bowes; GEC Telecommunications | Early career/training | Pre‑1991 | Foundational commercial/finance training |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gluon Renewable Energies | Business Development Director | Sep 2024–present | Active external operating role concurrent with ClimateRock |
Fixed Compensation
ClimateRock’s disclosed policy indicates no cash pay to officers prior to completion of an initial business combination; only an admin fee to an affiliate of the sponsor is paid for office/support. No termination benefits agreements are in place for officers.
| Element | FY2024/Pre‑Business Combination treatment | Notes |
|---|---|---|
| Base salary | None paid to officers | “None of our officers has received any cash compensation” prior to a business combination |
| Target bonus % | Not applicable | No officer cash comp before business combination |
| Actual bonus paid | Not applicable | No officer cash comp before business combination |
| Admin/office fee (to sponsor affiliate) | $10,000/month | For office, utilities, admin support; ceases at business combination or liquidation |
| Termination benefits | None | “We are not party to any agreements… that provide for benefits upon termination of employment” |
Performance Compensation
No equity or incentive awards to officers are disclosed prior to an initial business combination. A mandatory clawback policy is in place.
| Incentive type | Metrics/weighting | Target | Actual/payout | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs/PSUs | Not disclosed | — | — | — | No officer equity grants disclosed pre‑business combination |
| Stock options | Not disclosed | — | — | — | No officer equity grants disclosed pre‑business combination |
| Annual incentive (cash) | Not applicable | — | — | — | No officer cash comp pre‑business combination |
| Clawback policy | Restatement‑based recovery (SEC/Nasdaq 5608) | 3‑year lookback | Mandatory recovery of erroneously awarded incentive comp | N/A | Applies to current/former executive officers; adopted Oct 2, 2023 |
Equity Ownership & Alignment
Beneficial ownership tables show no ClimateRock ordinary shares attributed to Michael Geary; sponsor controls a super‑majority, which can pass proposals with minimal additional support.
| Holder | Class A shares beneficially owned | Class B shares | % of total outstanding | As‑of date / context |
|---|---|---|---|---|
| Michael Geary | — | — | — | 2,535,306 total ordinary shares outstanding (2,535,305 Class A; 1 Class B) as of Oct 14, 2025; Geary shown with no holdings in table |
| Sponsor (U.N. SDG Support LLC) | 1,968,749 | 1 | 77.65% | Concentrated control; same ownership levels also shown as of Jun 24, 2025 |
- Pledging/hedging: No pledging by Geary is disclosed; company adopted insider trading policies Apr 27, 2022 (policy text referenced) .
- Ownership guidelines: Not disclosed.
- Say‑on‑pay: As an Emerging Growth Company, ClimateRock is exempt from non‑binding advisory votes on executive compensation and certain “golden parachute” approvals .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Title | Interim Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Appointment/effective date | Appointed Apr 13, 2025; effective Apr 10, 2025 | |
| Contract term / expiration | Not disclosed | — |
| Severance | None (no agreements providing benefits upon termination) | |
| Change‑in‑control | Not disclosed | — |
| Non‑compete / non‑solicit | Not disclosed | — |
| Clawback coverage | Yes (company clawback policy applies to executive officers) | |
| Proxy designation | Named default proxy for certain shareholder voting scenarios in the Oct 2025 proxy |
Compensation Committee Analysis
- Committee members: Dariusz Sliwinski (Chair), Sean Kidney, Niels Brix; all independent under Nasdaq rules .
- Scope: Reviews CEO/other officer compensation (if any), implements/administers incentive/equity plans; may retain independent advisors subject to independence assessment .
- Practical effect pre‑deal: No officer compensation is paid before an initial business combination; committee activity on exec pay expected primarily at/after a transaction .
Performance & Track Record
- Certifications: Geary signed SOX 302 and 906 certifications on FY2024 10‑K and Q3 2025 10‑Q, indicating oversight of disclosure controls/ICFR and financial statement presentation as Interim CFO .
- Corporate context/risk backdrop during tenure: Nasdaq delisting April 2025 with securities now quoted on OTC Pink; sponsor/officers/directors collectively can approve proposals given 77.65% ownership, underscoring governance concentration .
- Prior achievements: Led SOX compliance and the sale of Cable & Wireless Japan business to Japan Telecom; drove performance improvements and systems implementation at Bettercare; multi‑sector finance and M&A experience .
Related Party & Incentive Alignment Considerations
- Sponsor incentives: If no business combination is consummated, founder shares and private placement warrants held by sponsor/officers/directors would be worthless, creating strong incentives to pursue a deal; founder shares’ market value was disclosed relative to purchase price, highlighting potential misalignment with public shareholders if a sub‑optimal deal is pursued .
- Admin fee: $10,000/month paid to sponsor affiliate for office/support pre‑deal; officers can be reimbursed for expenses; post‑deal management/consulting fees may be paid by combined company and disclosed at that time .
Investment Implications
- Pay‑for‑performance alignment: No cash or equity awards to officers pre‑deal; Geary currently has no disclosed beneficial ownership, limiting alignment via “skin in the game” prior to a transaction .
- Retention risk: Interim role with no disclosed employment agreement, severance, or CIC protections increases transition risk as the SPAC navigates a potential business combination and OTC Pink trading status .
- Governance/overhang: Sponsor control (77.65%) enables unilateral approval of proposals at quorum; strong sponsor economic incentives (founder shares/warrants) could pressure deal timing/quality, a typical SPAC dynamic requiring heightened diligence on target selection and deal terms .
- Risk mitigants: Clawback policy compliant with SEC/Nasdaq rules applies to executive officers; independent compensation committee established for post‑deal compensation design .