Niels Brix
About Niels Brix
Niels Brix, age 50, has served as an independent director of ClimateRock (CLRCF) since December 2021. He is an attorney admitted in Denmark with a Master of Law from Aarhus University and completed management courses at INSEAD; he brings 15+ years of global wind industry experience across operating and advisory roles, including CEO of Valmont SM A/S and prior senior positions at K2 Management, Seatower, Skykon, Deloitte, and Carlsberg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| K2 Management A/S | Head of Financial Advisory; Head of Nordics & Baltics and Special Projects | Jun 2018–Oct 2021; Jun 2020–May 2021 | Financial advisory and regional leadership for wind projects |
| Seatower A/S | Chief Commercial Officer and Vice President | Jun 2012–May 2018 | Offshore wind foundations commercial leadership |
| Skykon A/S | SVP, Business Development | 2007–2010 | Growth initiatives in wind components |
| Deloitte | Senior Manager & Counsel (M&A) | 2005 | Transaction advisory |
| Carlsberg Group | Senior Manager & Counsel | 2002–2004 | Corporate legal and advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valmont SM A/S (Denmark) | Chief Executive Officer | Since Nov 2021 | Supplier to wind turbine industry; operating leadership |
| Recounsel ApS (Denmark) | Founder & Principal | Since 2006 | Business consulting; legal/strategic advisory |
| Procon Wind Energy A/S (Denmark) | Board Member | Since Feb 2019 | Offshore wind services oversight |
Board Governance
- Committee assignments: Audit Committee member; Chair of Compensation Committee; Chair of Nominating & Corporate Governance Committee; all committees comprised solely of independent directors under Nasdaq/SEC rules .
- Independence: Board determined Brix is independent under Nasdaq and SEC definitions; independent directors hold regularly scheduled sessions without management .
- Board structure: Classified board (three classes); Brix in the second class (term expires at second AGM) .
- Attendance: Specific attendance rates not disclosed in filings.
Committee Roles
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | All members independent; financial literacy affirmed; committee oversees auditor independence, related-party review, and cybersecurity . |
| Compensation | Chair | Oversees CEO/other officer pay frameworks, plans, adviser independence; pre-combination directors/officers generally unpaid (see compensation sections) . |
| Nominating & Corporate Governance | Chair | Leads director selection, governance guidelines, board/committee self-evaluations . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Director cash retainer | None prior to initial business combination | Company discloses no compensation of any kind paid to directors/officers/shareholders prior to completing a business combination . |
| Committee membership/chair fees | None prior to initial business combination | No director cash fees disclosed pre-combination . |
| Meeting fees | None prior to initial business combination | Not disclosed; pre-combination no compensation . |
| Administrative services (company-level) | $10,000 per month to affiliate of Sponsor | Office, utilities, secretarial/admin support; not director pay, but relevant to related-party cash flows . |
Performance Compensation
| Metric/Instrument | Terms | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs), options | Not applicable pre-combination | No director equity or performance-based awards disclosed prior to business combination . |
| Performance metrics (EBITDA, TSR, ESG) | Not applicable | No disclosed director performance metrics or plans pre-combination . |
| Clawback/COC provisions | Not disclosed for directors | Audit Committee charter references SEC clawback rule oversight generally; no director-specific provisions filed . |
Other Directorships & Interlocks
| Organization | Role | Start | Interlocks/Conflicts |
|---|---|---|---|
| Procon Wind Energy A/S | Board Member | Feb 2019 | No interlocks with CLRCF counterparties disclosed . |
- No other current public company directorships disclosed for Brix; no shared board seats with CLRCF’s sponsor, target, suppliers, or customers disclosed .
Expertise & Qualifications
- Legal credentials (attorney-at-law, Denmark), Master of Law (Aarhus University), INSEAD management courses; deep wind industry experience (manufacturing, offshore foundations, consulting, commercial leadership) .
- Financial advisory experience (Deloitte; K2 Management), committee leadership on Compensation and Nominating indicates governance fluency .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Niels Brix | 0 | 0% | No Class A or Class B ownership listed in the beneficial ownership table (2,535,306 total shares outstanding) . |
- Options/RSUs: None disclosed; pledged shares: none disclosed; ownership guidelines: not disclosed .
Governance Assessment
-
Strengths:
- Independent director with relevant industry and advisory experience; chairs two key committees (Compensation and Nominating), supporting board independence and governance processes .
- Audit Committee membership provides oversight of related-party transactions and auditor independence; independent-only sessions are held, indicating director engagement .
-
Concerns and company-level risk context affecting board effectiveness:
- Sponsor/insiders control ~77.65% of voting power and can approve proposals at minimum quorum, constraining minority shareholder influence; this environment heightens the importance of truly independent committee leadership and processes .
- Significant related-party exposures at company level (e.g., Eternal BV unsecured loans maturing 12/31/2025 with ~$3,124,063 drawn; Gluon success fee up to $250,000 plus financing fees) create potential conflicts requiring robust committee oversight; filings note a Special Committee of disinterested directors for the GreenRock combination .
- No director compensation or ownership alignment pre-business combination—Brix holds no shares—reduces “skin-in-the-game” signals; alignment will depend on post-combination structures and any future equity grants .
- Delisting from Nasdaq and OTC Pink quotation add governance and liquidity risks, again placing more emphasis on independent directors’ oversight and investor confidence workstreams .
-
RED FLAGS:
- Sponsor/insider voting dominance (~77.65%) enabling approval with minimal quorum .
- Multiple related-party arrangements (Eternal Loans, Gluon fees) requiring continuous independent committee scrutiny .
- No disclosed personal share ownership by Brix (0%), limiting direct ownership alignment pre-combination .