Sean Kidney
About Sean Kidney
Sean Kidney (age 68) is an independent director of ClimateRock (CLRCF) since April 2022. He is CEO of the Climate Bonds Initiative and a recognized authority on sustainable finance; he serves on multiple government and multilateral advisory bodies and is a Professor in Practice at SOAS, University of London . He sits on CLRCF’s Audit, Compensation, and Nominating committees and is classified by the board as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Climate Bonds Initiative (CBI) | Chief Executive Officer | Since Nov 2010 | Leads global climate finance mobilization; regular speaker on climate/finance |
| Climate Bond Services Ltd (UK) | Director | Since Dec 2018 | Subsidiary governance and services oversight |
| CBI (Europe) ABSL (Belgium) | Director | Since Jul 2019 | EU sustainable finance engagement |
| Low Carbon World (Shanghai) Business Consulting Co. Ltd. | Director | Since Mar 2021 | China market presence for CBI |
| SOAS, University of London | Professor in Practice | Since May 2020 | Academic role in sustainable finance |
External Roles
| Organization/Body | Role/Capacity | Notes |
|---|---|---|
| French Govt Green Sovereign Bond Evaluation Council | Member | Sovereign green bond oversight |
| UK Govt Green Gilt Advisory Committee | Member | UK sovereign green financing |
| Climate Transition Pathways (Board) | Member | Transition finance standards |
| UNDP-GEF Climate Aggregation Platform (Advisory Board) | Member | Structured finance for climate |
| Global Alliance for a Sustainable Planet (Finance Advisory Board) | Member | Sustainable investment advisory |
| SMARTER Finance for Families (European Advisory Board) | Member | Green finance for households |
| FAST-Infra (Finance to Accelerate the Sustainable Transition—Infrastructure) | Member | Sustainable infrastructure finance |
| European Commission Platform on Sustainable Finance | Member | EU taxonomy/policy input |
Board Governance
- Committee assignments: Kidney serves on Audit (member), Compensation (member), and Nominating & Corporate Governance (member); all three committees are composed of independent directors .
- Independence: CLRCF’s board determined Kidney is an independent director under Nasdaq and SEC standards .
- Board structure and controls: The board is classified into three classes; prior to consummation of a business combination, holders of Class B shares (Sponsor-controlled) have the right to appoint/remove directors, not Class A holders .
- Audit Committee charter responsibilities include auditor oversight, related-party review, and advising on SEC Rule 10D‑1 clawbacks; Compensation Committee oversees any CEO/management pay if paid; Nominating Committee handles governance guidelines and board evaluations .
Fixed Compensation
CLRCF discloses that, prior to consummation of a business combination, no compensation of any kind (cash or equity), including fees, is paid to directors/officers or affiliates other than a $10,000/month administrative services fee to an affiliate of the Sponsor and reimbursement of expenses; therefore Kidney’s director pay is $0 pre‑business combination .
| Component | Amount |
|---|---|
| Annual retainer (cash) | $0 |
| Committee chair/member fees | $0 |
| Meeting fees | $0 |
| Equity grants (RSUs/PSUs/Options) | $0 |
Performance Compensation
No incentive or performance‑based compensation is disclosed for directors prior to a business combination; consequently, no performance metrics (TSR, EBITDA, ESG goals, etc.) apply to Kidney in the current phase .
| Performance Metric | Status |
|---|---|
| Any performance pay tied to metrics | None prior to business combination |
Audit Committee charter includes an advisory role on clawbacks under SEC Rule 10D‑1 if a restatement triggers recovery, but this is a governance mechanism, not active director incentive compensation .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Kidney .
- Network/interlocks: Extensive roles on sovereign, EU, and multilateral advisory bodies (see External Roles table) .
Expertise & Qualifications
- Sustainable finance leadership (CBI CEO; numerous sovereign/EU advisory roles) .
- Academic credential as Professor in Practice at SOAS focused on climate finance .
- Board experience across Audit, Compensation, and Nominating governance domains at CLRCF .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Sean Kidney | 0 | 0.00% |
| Sponsor (U.N. SDG Support LLC) | 1,968,749 Class A + 1 Class B | 77.65% of Ordinary Shares |
Notes: CLRCF’s Oct 14, 2025 proxy lists directors individually (other than Sponsor) with “—” for beneficial ownership; Kidney has no reported holdings. Sponsor and Executive Chairman control 77.65% of outstanding Ordinary Shares as of the record date .
Governance Assessment
- Strengths: Kidney brings deep sustainable finance expertise and serves on all three key board committees composed entirely of independent directors—supportive of governance rigor (audit oversight, pay policy, and nominations) .
- Alignment: Kidney holds no CLRCF shares, avoiding personal financial conflicts; however, lack of ownership also limits “skin‑in‑the‑game” alignment pre‑business combination .
- RED FLAGS affecting investor confidence (company level):
- Sponsor control and board appointment rights before a business combination (Class B holder), which concentrates power and may weaken broader shareholder influence .
- Significant related‑party and leadership conflicts tied to the proposed GreenRock transaction (CEO and Executive Chairman roles on both sides; asset sale relationships), necessitating a Special Committee of disinterested directors (Kidney not identified as conflicted) .
- Nasdaq delisting in April 2025 and OTC quotation, which can impair liquidity and governance optics .
- Mitigations: Presence of a Special Committee for the GreenRock deal and independent committee structure (including Kidney’s service) provide process safeguards for conflicted transactions .
Overall, Kidney’s profile supports board effectiveness (expertise, independence, committee service) while company‑level structural risks (Sponsor control, delisting, transaction conflicts) remain the dominant governance concerns for investor confidence .