Bob Diamond

About Bob Diamond

Bob Diamond (age 73) is Chairman of the Board at Concord Acquisition Corp II (CNDA). He is Founding Partner and Chief Executive Officer of Atlas Merchant Capital and previously served as Chief Executive of Barclays, having also led Barclays Capital and Barclays Global Investors; earlier senior roles include Credit Suisse First Boston (Vice Chairman; Head of Global Fixed Income/FX; Chairman/CEO CSFB Pacific) and Morgan Stanley (Head of European and Asian Fixed Income Trading) . CNDA is a SPAC incorporated in February 2021; Diamond has signed multiple proxy materials as Chairman, evidencing active board leadership .

Past Roles

External Roles

Board Governance

• Role: Chairman of the Board at CNDA; signs proxy materials as Chair .
• Committees: CNDA maintains Audit, Compensation, and Nominating & Corporate Governance committees, each composed solely of independent directors (members listed: Peter Ort, Henry Helgeson, Larry Leibowitz). Diamond is not listed as a member of these committees .
• Independence/Control: Prior to the initial business combination, only holders of Class B shares (initial stockholders/sponsor) elect and can remove directors. Initial stockholders currently own over 70% and thus exert substantial influence over director elections and stockholder votes .
• Policies: Code of Ethics, committee charters, and Corporate Governance Guidelines adopted; a clawback policy for executive incentive compensation was adopted on Nov 30, 2023 .
• Listing status: Delisted from NYSE American on Sep 3, 2024; currently trades on OTCQX/OTCQB/Pink for different securities. This can reduce liquidity and investor protections .
• Attendance: No attendance data disclosed in the 10-K or special meeting proxies (not provided).

Fixed Compensation (Director and Executive Framework)

Performance Compensation

Other Directorships & Interlocks

• Current public/private boards: South Street Securities (public/private as referenced) and Crux Informatics (private) .
• Sponsor ties: Diamond is CEO of Atlas Merchant Capital; CNDA’s sponsor is affiliated with Atlas, and Diamond is one of three managers of the sponsor’s board (governed under a “rule of three,” so no single manager is deemed beneficial owner) .
• Advisory network: CNDA highlights access to Atlas’s operating partners and advisors (e.g., Rich Ricci at Panmure), underscoring financial services deal flow; not a formal CNDA board interlock but relevant influence channel .

Expertise & Qualifications

• Deep global markets and banking leadership (Barclays CEO; CSFB and Morgan Stanley trading leadership) .
• Capital formation and M&A expertise through Atlas Merchant Capital and SPAC leadership .
• Board-level governance experience (corporate and non-profit) .
• Audit Committee “financial expert” designation is held by Peter Ort (not Diamond) .

Equity Ownership

Additional ownership features and constraints:

• Founder shares acquired at ~$0.003 per share; founder shares become worthless if no business combination; this creates incentives to complete a deal even if quality is marginal (SPAC-typical conflict) .
• Class B holders elect all directors pre‑business combination; public holders lack director election rights until closing .

Governance Assessment

• Strengths:

  • Independent committees (Audit, Compensation, Nominating/Gov) comprised solely of independent directors .
  • Formal governance documents and a clawback policy adopted in 2023 .
  • No material litigation disclosed; board maintains code of ethics and committee charters .

• Concerns / RED FLAGS:

  • Sponsor control and potential conflicts: Initial stockholders control director elections and hold ~70% of voting power; Diamond is CEO of Atlas (sponsor affiliate) and a manager of the sponsor; founder shares are deeply in‑the‑money if a deal closes and worthless otherwise, which may bias decision-making .
  • Related-party arrangements: $20,000 per month paid to an affiliate of the sponsor for administrative services (ongoing cash flows to sponsor affiliates) .
  • Listing and liquidity risks: Delisted from NYSE American; trades OTC, implying reduced liquidity and potential “penny stock” implications; can hamper capital access and investor confidence .
  • Going concern and tax liability: Substantial doubt about ability to continue as a going concern absent a business combination by March 3, 2025; excise tax liability ($2.46M) with insufficient funds currently available .
  • Control mechanics: Class B has exclusive right to elect/remove directors pre‑combination; low charter amendment thresholds (65%) for certain pre‑combination provisions increase amendability relative to some peers .

• Transaction-related notes:

  • CNDA has a signed merger agreement with Events.com requiring at least $30M “Available Closing Cash”; Sponsor support includes founder share forfeitures if costs exceed caps; non‑redemption agreements contemplate sponsor founder share forfeitures matching “Promote Shares” issued to investors—mitigating dilution for public holders but reinforcing sponsor-centric deal engineering .

Overall, Diamond’s capital markets expertise and network are positives for deal sourcing and execution; however, sponsor control, related-party payments, and founder-share economics are meaningful governance risks typical of SPACs and are amplified by current delisting and going-concern pressures .

Notes on Missing Disclosures

• Committee attendance rates and individual director independence determinations for Diamond are not specifically disclosed; only committee compositions and independence of committee members are provided .
• Director compensation (cash retainers, equity grants) is not paid pre‑combination; thus no per‑director fee table is available (SPAC-standard) .
• Insider trading or pledging data for Diamond is not disclosed in the referenced filings; beneficial ownership is reflected via sponsor structures .